ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 13582442

CLL GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

CLL GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Mr S Byne
	Mr K Mallinson
	Mr R D Price
	Mr R Price


Registered number	13582442


Registered office	23 Springfield Lyons Approach
	Springfield
	Chelmsford
	CM2 5LB


Independent auditors	WR Partners
	Chartered Accountants & Statutory Auditors
	Belmont House
	Shrewsbury Business Park
	Shrewsbury
	Shropshire
	SY2 6LG

CLL GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11 - 12
Company balance sheet	13 - 14
Consolidated statement of changes in equity	15 - 16
Company statement of changes in equity	17 - 18
Consolidated statement of cash flows	19 - 20
Notes to the financial statements	21 - 39

CLL GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors introduce the strategic report for the year ended 31 December 2025.

Business review

The Group is a leading specialist facade company within the UK, delivering a turn-key design & construct solution to our clients. With over 40 years of experience, we recognise that understanding the core values and aspirations of our customers is key to successfully delivering projects whilst being committed to the fundamentals of safety and sustainability.

The Company’s approach is centred on:

•Early-stage collaboration with clients and design teams

•Strong project delivery discipline

•Long-term relationships with clients and supply chain partners

•A consistent focus on safety, quality, and sustainability

A significant proportion of the Group’s work is derived from repeat clients, reflecting its emphasis on reliability and delivery performance.

Financial Performance

Results for the Year

The Group achieved turnover of £39.0m (2024: £24.9m). The year-on-year movement reflects the timing and phasing of major projects.

Operating profit was £3.1m (2024: £3.7m), representing an operating margin of 8.1% (2024: 14.8%). Performance reflects continued focus on:

•Margin discipline across contracts

•Cost control and procurement efficiency

•Effective project delivery

Financial Position

Net current assets increased to £15.3m (2024: £12.4m), supported by disciplined working capital management.

Cash at year end was £11.6m (2024: £9.7m), representing approximately 29.7% of annual turnover. The Company continues to operate without external debt and has maintained positive cash balances over the past 11 years.

This financial profile provides resilience to manage project delivery risks and short-term market fluctuations.

Operational Performance and Delivery Capability

During the year, the Group:

•Delivered a number of successful projects including Trinity House and Vitrum Building

•Maintained a strong record of project delivery

•Continued to secure repeat business from key clients and business from new clients

The Group’s delivery model is supported by:

•Experienced project management and design teams

•Established supply chain relationships

•Active monitoring of programme, cost, and risk at project level

Page 1

CLL GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Future Prospects

The Group has a strong forward order book and pipeline of opportunities.

The Group maintains a diversified pipeline across sectors and clients to reduce exposure to individual project or market risks.

While the timing of project commencement remains subject to client funding and market conditions, the directors are confident in the Company’s ability to maintain a consistent level of activity. The Group operates within the UK construction sector, delivering façade solutions across the commercial and residential sectors.

Principal risks and uncertainties

The Group operates in a sector characterised by project-based revenue and exposure to external market conditions. The principal risks and mitigating actions are summarised below.

Project Delivery Risk

Delays, cost overruns, or contractual disputes could impact financial performance and client outcomes.

Mitigation:

•Robust project management processes

•Regular financial and programme reviews

•Conservative margin recognition

Working Capital and Liquidity Risk

The timing of customer receipts and supplier payments can create short-term cash flow pressure.

Mitigation:

•Detailed cash flow forecasting

•Strong cash reserves

•Active management of contract terms and debtor balances

Market and Pipeline Risk

Project timing and pipeline conversion are influenced by broader economic conditions, including interest rates and availability of funding.

Mitigation:

•Diversified pipeline across sectors

•Active business development and client engagement

•Flexible cost base

Credit and Supply Chain Risk

Customer or supplier insolvency could impact project delivery.

Mitigation:

•Credit assessment and use of credit insurance and bank guarantees

•Ongoing monitoring of supply chain stability

•Established relationships with key suppliers

Regulatory Risk

The regulatory environment continues to evolve following the Grenfell Tower fire.

Mitigation:

•Continuous monitoring of regulatory developments

•Engagement with clients and advisors

•Maintaining compliance with applicable standards

Page 2

CLL GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Supply Chain and External Risk

Material availability and price volatility, as well as geopolitical factors, may impact delivery.

Mitigation:

•Early procurement strategies

•Supplier diversification

•Programme contingencies

Sustainability

The Company recognises the increasing importance of sustainability in the construction sector and is committed to:

•Responsible sourcing of materials

•Reducing environmental impact through design and procurement decisions

•Supporting clients in achieving regulatory and environmental targets

Further initiatives are being developed to enhance environmental performance and reporting.

Financial key performance indicators

The Group monitors a range of KPIs to assess performance and inform decision-making.

Financial KPIs

•Turnover: £39m

•Operating profit: £3.1m

•Operating margin: 8.1%

•Net current assets: £15.3m

•Cash balance: £11.6m

Operational KPIs

•Project delivery performance (on time and on budget)

•Health and safety metrics

•Client satisfaction and repeat business

•Programme adherence

This report was approved by the board and signed on its behalf.

Mr S Byne

Director

Date: 21 July 2026

Page 3

CLL GROUP HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £1,781,271 (2024 - £2,285,069).

Dividends of £1,927,580 were paid during the year (2024: £1,987,760)

Directors

The directors who served during the year were:

Mr S Byne

Mr K Mallinson

Mr R D Price

Mr R Price

Future developments

The Group has a strong market reputation, healthy order book and robust pipeline of work for 2025-2026 and is continuing to look ahead and remain agile to respond to our customers’ requirements.

Page 4

CLL GROUP HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr S Byne

Director

Date: 21 July 2026

Page 5

CLL GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLL GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of CLL Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 6

CLL GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLL GROUP HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 7

CLL GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLL GROUP HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the UK General Data Protection Regulation (GDPR).

We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non-compliance that might have a material impact on the financial statements.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 8

CLL GROUP HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CLL GROUP HOLDINGS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

John Fletcher BA (hons) FCA (Senior statutory auditor)

for and on behalf of

WR Partners

Chartered Accountants

Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG

22 July 2026

Page 9

CLL GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	39,008,701	24,947,899
Cost of sales		(26,575,268)	(14,493,868)
Gross profit		12,433,433	10,454,031
Administrative expenses		(9,283,508)	(7,848,344)
Other operating income	5	-	1,068,074
Operating profit	6	3,149,925	3,673,761
Interest receivable and similar income	10	307,152	432,555
Interest payable and similar expenses	11	(23,681)	(3,766)
Profit before taxation		3,433,396	4,102,550
Tax on profit	12	(1,509,913)	(1,652,699)
Profit for the financial year		1,923,483	2,449,851


Currency translation differences	(9,071)	1,357
Other comprehensive income for the year	(9,071)	1,357
Total comprehensive income for the year	1,914,412	2,451,208

Profit for the year attributable to:
Non-controlling interests	142,212	164,782
Owners of the parent Company	1,781,271	2,285,069
	1,923,483	2,449,851

Total comprehensive income for the year attributable to:
Non-controlling interest	142,212	164,782
Owners of the parent Company	1,772,200	2,286,426
	1,914,412	2,451,208

The notes on pages 21 to 39 form part of these financial statements.

Page 10

CLL GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13582442

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	14		13,013,052		16,074,946
Tangible assets	15		204,095		232,796
			13,217,147		16,307,742
Current assets
Stocks	17	209,672		1,217,668
Debtors: amounts falling due within one year	18	12,416,433		6,835,439
Cash at bank and in hand	19	11,607,405		9,683,539
		24,233,510		17,736,646
Creditors: amounts falling due within one year	20	(8,896,481)		(5,373,758)
Net current assets			15,337,029		12,362,888
Total assets less current liabilities			28,554,176		28,670,630
Provisions for liabilities
Other provisions	21	(623,396)		(550,981)
			(623,396)		(550,981)
Net assets			27,930,780		28,119,649

Page 11

CLL GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13582442

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Capital and reserves
Called up share capital	22	416,767	416,767
Other reserves	23	23,132,703	23,132,703
Profit and loss account	23	4,053,680	4,209,060
Equity attributable to owners of the parent Company		27,603,150	27,758,530
Non-controlling interests		327,630	361,119
		27,930,780	28,119,649

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr S Byne

Director

Date: 21 July 2026

The notes on pages 21 to 39 form part of these financial statements.

Page 12

CLL GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13582442

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	16		27,824,562		27,824,562
			27,824,562		27,824,562
Current assets
Stocks	17	-		882,161
Debtors: amounts falling due within one year	18	2,626,800		945,707
Cash at bank and in hand	19	889,260		1,765,282
		3,516,060		3,593,150
Creditors: amounts falling due within one year	20	(1,454,171)		(3,403,615)
Net current assets			2,061,889		189,535
Total assets less current liabilities			29,886,451		28,014,097


Net assets			29,886,451		28,014,097

Page 13

CLL GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 13582442

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

	2025	2024
Note	£	£

Capital and reserves
Called up share capital	22		416,767		416,767
Other reserves	23		22,393,901		22,393,901
Profit and loss account brought forward		5,203,429		5,613,656
Profit for the year		3,799,935		1,383,773
Other changes in the profit and loss account		(1,927,581)		(1,794,000)
Profit and loss account carried forward			7,075,783		5,203,429
			29,886,451		28,014,097

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr S Byne

Director

Date: 21 July 2026

The notes on pages 21 to 39 form part of these financial statements.

Page 14

CLL GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of Parent Company	Non controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2025	416,767	23,132,703	4,209,060	27,758,530	361,119	28,119,649
Comprehensive income for the year
Profit for the year	-	-	1,781,271	1,781,271	142,212	1,923,483
Currency translation differences	-	-	(9,071)	(9,071)	-	(9,071)
Other comprehensive income for the year	-	-	(9,071)	(9,071)	-	(9,071)
Total comprehensive income for the year	-	-	1,772,200	1,772,200	142,212	1,914,412
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,927,580)	(1,927,580)	(175,701)	(2,103,281)
Total transactions with owners	-	-	(1,927,580)	(1,927,580)	(175,701)	(2,103,281)
At 31 December 2025	416,767	23,132,703	4,053,680	27,603,150	327,630	27,930,780

The notes on pages 21 to 39 form part of these financial statements.

Page 15

CLL GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 January 2024	416,767	23,132,703	3,910,394	27,459,864	196,337	27,656,201
Comprehensive income for the year
Profit for the year	-	-	2,285,069	2,285,069	164,782	2,449,851
Currency translation differences	-	-	1,357	1,357	-	1,357
Other comprehensive income for the year	-	-	1,357	1,357	-	1,357
Total comprehensive income for the year	-	-	2,286,426	2,286,426	164,782	2,451,208
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,987,760)	(1,987,760)	-	(1,987,760)
Total transactions with owners	-	-	(1,987,760)	(1,987,760)	-	(1,987,760)
At 31 December 2024	416,767	23,132,703	4,209,060	27,758,530	361,119	28,119,649

The notes on pages 21 to 39 form part of these financial statements.

Page 16

CLL GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2025	416,767	22,393,901	5,203,429	28,014,097
Comprehensive income for the year
Profit for the year	-	-	3,799,935	3,799,935
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	3,799,935	3,799,935
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,927,581)	(1,927,581)
Total transactions with owners	-	-	(1,927,581)	(1,927,581)
At 31 December 2025	416,767	22,393,901	7,075,783	29,886,451

The notes on pages 21 to 39 form part of these financial statements.

Page 17

CLL GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	416,767	22,393,901	5,613,656	28,424,324
Comprehensive income for the year
Profit for the year	-	-	1,383,773	1,383,773
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	1,383,773	1,383,773
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,794,000)	(1,794,000)
Total transactions with owners	-	-	(1,794,000)	(1,794,000)
At 31 December 2024	416,767	22,393,901	5,203,429	28,014,097

The notes on pages 21 to 39 form part of these financial statements.

Page 18

CLL GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	1,923,483	2,449,851
Adjustments for:
Amortisation of intangible assets	3,061,894	3,061,894
Depreciation of tangible assets	115,571	96,342
Loss on disposal of tangible assets	7	-
Interest paid	23,681	3,766
Interest received	(307,152)	(432,555)
Taxation charge	1,509,913	1,652,699
Decrease/(increase) in stocks	1,007,996	(291,972)
(Increase)/decrease in debtors	(5,580,410)	1,518,982
Increase/(decrease) in creditors	3,495,312	(7,752,981)
Increase in amounts owed to groups	1	-
Increase in provisions	72,415	29,862
Corporation tax (paid)	(1,483,087)	(2,256,392)
Foreign exchange movements	(9,071)	1,357
Net cash generated from operating activities	3,830,553	(1,919,147)

Cash flows from investing activities
Purchase of intangible fixed assets	-	(148,977)
Purchase of tangible fixed assets	(86,877)	-
Interest received	307,152	432,555
Net cash from investing activities	220,275	283,578

Page 19

CLL GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Dividends paid	(1,927,580)	(1,987,760)
Interest paid	(23,681)	(3,766)
Dividends paid to non-controlling interests	(175,701)	-
Net cash used in financing activities	(2,126,962)	(1,991,526)
Net increase/(decrease) in cash and cash equivalents	1,923,866	(3,627,095)
Cash and cash equivalents at beginning of year	9,683,539	13,310,634
Cash and cash equivalents at the end of year	11,607,405	9,683,539

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	11,607,405	9,683,539
	11,607,405	9,683,539

Page 20

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

CLL Group Holdings Limited (13582442) is a private company, limited by shares, incorporated in England and Wales, domiciled in the UK and has its registered office and principal place of business at 23 Springfield Lyons Approach, Springfield, Chelmsford, England, CM2 5LB.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included within the consolidated financial statements.

Page 21

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

Forecasts and projections, which take account of reasonable possible changes in trading performance, show that the Company and the Group should be able to operate within the level of their current facilities.

The Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. The Company and Group therefore have adopted the going concern basis in preparing these financial statements.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 22

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 23

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.

Page 24

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as below.

Depreciation is provided on the following basis:

Plant and machinery	-	25% reducing balance
Office equipment	-	20% straight line
Computer equipment	-	33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at the deemed fair value at acquisition less accumulated impairment and amortisation.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 25

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 26

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Page 27

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Long term contracts

Judgment is particularly applied in estimating the completion stage and expected outcome of Long term contracts.

Warranty Provision

The Group provides a provision on estimated warranty costs, with the average warranty lasting a duration of 12 years. The Group has either entered into an uninsured warranty contract leading to a legal obligation or has a constructive obligation in relation to the warranty on these sales. The provision is based on a percentage of annual turnover. The total provision at balance sheet date is disclosed in note 21 of these accounts.

Page 28

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

All turnover relates to the principal activity of the Group.

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£	£

Contract termination settlement	-	1,068,074
	-	1,068,074

	Exchange differences	(33,349)	2,346
	Other operating lease rentals	8,446	3,956

7.	Auditors' remuneration
		2025	2024
		£	£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

19,300

17,800

Page 29

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	5,576,819	4,242,636
Social security costs	610,530	400,962
Cost of defined contribution scheme	214,971	94,832
	6,402,320	4,738,430

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Employees	63	54

The Company has no employees other than the directors.

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	669,020	189,752
	669,020	189,752

The highest paid director received remuneration of £209,428 (2024 - £12,570).

10.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	307,152	432,555
		307,152	432,555

Page 30

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	1,231	3,687
Other loan interest payable	20	79
Other interest payable	22,430	-
	23,681	3,766

Corporation tax
Current tax on profits for the year	1,626,102	1,770,302
Adjustments in respect of previous periods	(116,189)	(117,603)
	1,509,913	1,652,699

Total current tax	1,509,913	1,652,699

	Deferred tax
	Total deferred tax	-	-


		1,509,913	1,652,699

Page 31

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Taxation (continued)

Profit on ordinary activities before tax

3,433,396

4,102,550

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	858,349	1,025,638
Effects of:
Non-tax deductible amortisation of goodwill and impairment	765,474	765,474
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,027	1,266
Adjustments to tax charge in respect of prior periods	(116,189)	(117,603)
Changes in provisions leading to an increase (decrease) in the tax charge	(3,135)	(7,594)
Other differences leading to an increase (decrease) in the tax charge	5,380	(14,365)
Overseas tax adjustments	(993)	(117)
Total tax charge for the year	1,509,913	1,652,699

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2025	2024
		£	£

	Dividends paid on ordinary shares	1,927,580	1,987,760
		1,927,580	1,987,760

Page 32

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2025	21,433,260
	At 31 December 2025	21,433,260
	Amortisation
	At 1 January 2025	5,358,314
	Charge for the year on owned assets	3,061,894
	At 31 December 2025	8,420,208
	Net book value
	At 31 December 2025	13,013,052
	At 31 December 2024	16,074,946

Page 33

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Tangible fixed assets
	Group

	Plant and machinery	Office equipment	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	175,724	47,275	130,338	353,337
Additions	-	30,789	56,088	86,877
Disposals	(3,935)	-	(42,284)	(46,219)
At 31 December 2025	171,789	78,064	144,142	393,995
Depreciation
At 1 January 2025	55,939	10,175	54,427	120,541
Charge for the year on owned assets	41,373	21,749	52,449	115,571
Disposals	(3,935)	-	(42,277)	(46,212)
At 31 December 2025	93,377	31,924	64,599	189,900
Net book value
At 31 December 2025	78,412	46,140	79,543	204,095
At 31 December 2024	119,785	37,100	75,911	232,796

Page 34

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	27,824,562
	At 31 December 2025	27,824,562

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Colorminium (London) Limited	23 Springfield Lyons Approach, Springfield, Chelmsford, CM2 5LB	Ordinary	96.5%
Envoy Projects Limited	23 Springfield Lyons Approach, Springfield, Chelmsford, CM2 5LB	Ordinary	96.5%
Colorminium EU	Egebækvej 98, 2850 Nærum, Denmark	Ordinary	100%

All subsidiary undertakings are direct subsidiaries of the parent company.

Page 35

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Development stock	-	882,161	-	882,161
Long-term contract balances	209,672	335,507	-	-
	209,672	1,217,668	-	882,161

Long-term contract balances consist of:
	Group	Group
	2025	2024
	£	£


Costs to date less provision for losses	209,672	335,507
	209,672	335,507

18.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	3,728,320	1,145,592	-	-
Amounts owed by group undertakings	-	-	444,239	-
Other debtors	4,111,688	2,836,287	2,182,561	945,707
Called up share capital not paid	736,960	736,960	-	-
Prepayments and accrued income	363,710	710,947	-	-
Amounts recoverable on long-term contracts	3,475,755	1,405,653	-	-
	12,416,433	6,835,439	2,626,800	945,707

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	11,607,405	9,683,539	889,260	1,765,282
	11,607,405	9,683,539	889,260	1,765,282

Page 36

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Payments received on account	230,701	282,511	-	-
Trade creditors	1,372,263	622,184	-	-
Amounts owed to group undertakings	1	-	121,123	1,777,074
Corporation tax	1,404,633	1,377,223	317,891	158,293
Other taxation and social security	680,780	200,303	229,495	33,804
Other creditors	1,347,628	1,678,907	785,662	1,434,444
Accruals and deferred income	3,860,475	1,212,630	-	-
	8,896,481	5,373,758	1,454,171	3,403,615

21.	Provisions
	Group

		Warranty provision
		£

	At 1 January 2025	550,981
	Charged to profit or loss	72,415
	At 31 December 2025	623,396

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

13,001 (2024 - 13,001) Ordinary A-S shares of £1.00 each	13,001	13,001
1 (2024 - 1) Ordinary Z share of £1.00	1	1
40,117 (2024 - 40,117) Deferred A shares of £1.00 each	40,117	40,117
363,643 (2024 - 363,643) Deferred B shares of £1.00 each	363,643	363,643
5 (2024 - 5) Deferred C shares of £1.00 each	5	5

	416,767	416,767

Page 37

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.

Reserves

Other reserves

The other reserves represents a merger reserve arising on the acquisition of a subsidiary where consideration was partly in the form of shares issued by the parent company.

Profit and loss account

The profit and loss account represents the accumulated profits of the Group since incorporation less distributions made to shareholders.

24.	Analysis of net debt

		At 1 January 2025	Cash flows	At 31 December 2025
		£	£	£

Cash at bank and in hand	9,683,539	1,923,866	11,607,405
Debt due within 1 year	(1,375,762)	611,012	(764,750)
	8,307,777	2,534,878	10,842,655

25.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £214,971 (2024: £94,832). Contributions totaling £37,642 (2024: £755) were payable to the fund at the balance sheet date and are included in creditors.

26.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	462,852	319,775
Later than 1 year and not later than 5 years	556,071	296,656
	1,018,923	616,431

Page 38

CLL GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

27.

Related party transactions

Included in other creditors are balances due to directors of £763,256 (2024: £1,370,762). Included in other debtors are balance owed by directors of £1,910,175 (2024: £742,032). No interest is charged on balances held with directors, with all balances being repayable on demand.

During the year the Company received management charges of £1,166,205 (2024: £957,677) and dividends of £3,723,273 (2024: £581,292) from subsidiary undertakings.

At 31 December 2025 the Company was owed £444,239 (2024: £nil) from and owed £121,123 (2024: £1,777,074) to subsidiary undertakings. All balances are unsecured, repayable on demand and do not accrue interest.

During the year, the Company sold a development property to an individual who is a close family member of a director of a subsidiary undertaking. Consideration received for the property was £375,000. The transaction was conducted at an arms length & there were no amounts relating to this transaction outstanding as at the balance sheet date.

28.	Controlling party

The Company is under the control of the Directors by virtue of their majority shareholdings.

Page 39