REGISTERED NUMBER: 09419405 (England and Wales)

GORDON DALE HOLDINGS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

8

DIRECTORS:

G L Crickmay

G A Crickmay

E L Crickmay

REGISTERED OFFICE:

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

REGISTERED NUMBER:

09419405 (England and Wales)

ACCOUNTANTS:

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

FIXED ASSETS

Tangible assets

4

7,147,588

5,671,888

Investments

5

2,967,124

1,107,124

10,114,712

6,779,012

CURRENT ASSETS

Debtors

6

38,821

70,503

Cash at bank

796

3,472

39,617

73,975

CREDITORS

Amounts falling due within one year

7

(4,165,440

)

(2,913,959

)

NET CURRENT LIABILITIES

(4,125,823

)

(2,839,984

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,988,889

3,939,028

CREDITORS

Amounts falling due after more than one year

8

(2,612,485

)

(3,172,624

)

NET ASSETS

3,376,404

766,404

CAPITAL AND RESERVES

Called up share capital

1,818

1,000

Share premium

2,408,183

549,001

Retained earnings

966,403

216,403

3,376,404

766,404

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 November 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 November 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2026 and were signed on its behalf by:

E L Crickmay - Director

G A Crickmay - Director

1.	STATUTORY INFORMATION

Gordon Dale Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on a going concern basis. The directors have considered the ongoing funding requirements of the company in the context of the overall group strategy and the completion of the construction of the new premises providing showroom, workshop and offices.

The going concern basis is considered appropriate as the directors have acquired, after the reporting date, long term funding from Metro Bank for a loan of £3.5m, repayable over 35 years together with preference shares of a total of £900,000 to replace the existing short term borrowing referred to in note 10. In addition, the directors and shareholders will continue to provide financial support to the company for the foreseeable future to enable it to meet its liabilities as they fall due.

Preparation of consolidated financial statements

The financial statements contain information about Gordon Dale Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Tangible fixed assets

Tangible fixed assets 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 to allocate the cost of assets less their residual value over their estimated useful lives from the date they come into use.

Depreciation is provided on the following basis:

Land - Not depreciated

Buildings - 2% straight line on property, once asset brought into use.

Plant and machinery - 25% on reducing balance.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted 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 the profit and loss account.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

Financial instruments are classified by the directors as basic or non-basic following the conditions on FRS 102 Section 11. Basic financial instruments are initially measured at transaction price(including transaction cost) and subsequently recognised at amortised cost using the effective interest method. The company does not have any non-basic financial instruments.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Asset in

Plant and

course of

machinery

construction

etc

Totals

£

£

£

COST

At 1 December 2024

5,652,800

27,764

5,680,564

Additions

1,479,268

1,605

1,480,873

At 30 November 2025

7,132,068

29,369

7,161,437

DEPRECIATION

At 1 December 2024

-

8,676

8,676

Charge for year

-

5,173

5,173

At 30 November 2025

-

13,849

13,849

NET BOOK VALUE

At 30 November 2025

7,132,068

15,520

7,147,588

At 30 November 2024

5,652,800

19,088

5,671,888

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 December 2024

1,107,124

Additions

1,860,000

At 30 November 2025

2,967,124

NET BOOK VALUE

At 30 November 2025

2,967,124

At 30 November 2024

1,107,124

On 27 November 2025, the company completed the acquisition of the entire share capital of Frank Dale and Stepsons Ltd for a total consideration of £1,860,000. Prior to this transaction, Frank Dale and Stepsons Ltd was treated as an associated company by virtue of directors in common. Following the reorganisation, the company obtained control and the entity has been recognised within investments in group undertakings.

The brought-forward investment balance relates to the company’s holding in Gordon Dale Enterprises Ltd, which continues to be included within group undertakings.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

38,821

70,503

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

261,761

322,805

Amounts owed to group undertakings

904,800

378,000

Other creditors

2,998,879

2,213,154

4,165,440

2,913,959

On 27 November 2025, the company acquired Frank Dale & Stepsons Ltd. To reflect the revised group structure, the comparative figures have been reclassified, with amounts previously reported within other creditors totalling £378,000 now presented as amounts owed to group undertakings to ensure consistency and comparability with the current year's disclosures.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

1,075,633

1,915,762

Other creditors

1,536,852

1,256,862

2,612,485

3,172,624

The amount owed to the Gordon Dale Enterprises Ltd included in amounts owed to group undertakings of more than 1 year, attracts interest at a rate of 6% per annum.

9.	SECURED DEBTS

Included in other creditors less than one year is a loan of £2,799,885 (2024: £1,999,492), secured by a fixed and floating charge over the property in course of construction and a first fixed charge over all the company property interests and insurance policies. Despite the loan term having come to an end, by agreement with the lender, the loan has been extended and will be repaid from the drawdown of funds from the Metro Bank loan, referred to within the going concern note on page 4. Given the nature of the arrangement, the loan remains payable within 12 months of the balance sheet date.

10.	CAPITAL COMMITMENTS

The company is in the course of construction of a new showroom and workshop from where the subsidiary and associated companies will operate in the future. The directors estimate that the remaining build costs, through to fit out and completion, will amount to £1.275m and will be complete within 12 months of the year end.

11.	RELATED PARTY DISCLOSURES

At the balance sheet date amounts were due to a director of £1,536,852 (2024: £1,256,862). Of this £1,088,977 (2024: £808,987) is interest free and is not repayable on demand. £400,000 (2024: £400,000) relates to 5% preference shares that are classified as debt plus accrued dividends, classified as interest, amounting to £47,875 (2024: £47,875).

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group, where permissible.

12.	POST BALANCE SHEET EVENTS

After the balance sheet date the company issued £900,000 of 6% non-voting preference shares. The proceeds will be used to assist with funding the completion of the new showroom and workshop facility. These preference shares carry a fixed cumulative dividend of 6% per annum and rank ahead of the company’s ordinary shares in respect of dividend payments and on a return of capital.

Subsequent to the year end, the company secured a £3.5 million loan facility from Metro Bank, repayable over 35 years. Of this amount, £2.8 million will be used to settle existing loan balances, with the remaining funds available to support the development of the new showroom and workshop facility.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Gordon Dale Holdings Limited for the year ended 30 November 2025 which comprise the Profit and loss account, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Gordon Dale Holdings Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Gordon Dale Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Gordon Dale Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Gordon Dale Holdings Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Gordon Dale Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Gordon Dale Holdings Limited. You consider that Gordon Dale Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Gordon Dale Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report should not be regarded as suitable to be used or relied on by any other party wishing to acquire any rights against Bessler Hendrie LLP for any purpose or in any context. Any party, other than you, who obtain access to this report or a copy and chooses to rely on this report (or any part of it) will do so at its own risk.

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

23 July 2026