Company Registration No. 05893937 (England and Wales)
LED HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
LED HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr C Holden
(Appointed 24 November 2025)
Mr N Fay
(Appointed 24 November 2025)
Mr S Allan
(Appointed 24 November 2025)
Company number
05893937
Registered office
Electricity House, Kenyon Road
Lomeshaye Industrial Estate
Nelson
Lancashire
BB9 5SP
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
LED HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 26
LED HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of Business

Sales for the year amounted to 18,200,839 which when compared to those of the previous year, 16,693,675, show an increase which was mainly down to a busy year within the renewables market.

Trading margins in the financial year showed a very slight decrease being in line with forecasts but down to the competitive nature the renewable market is. Margins are expected to continue to be under pressure in the coming year given the extremely competitive nature of the industry. Overheads are constantly monitored with, if necessary, remedial actions being taken.

In summary, the directors are pleased with the outcome of the 2025 financial year and have put measures in place to continue results for the 2026 financial year. They are satisfied that the group has available adequate financial resources to meet the on-​going challenges still being, and continuing to be, faced by all trading organisations.

Looking forward, the group sees 2026 as a year of opportunity to further strengthen in the renewables market after the partnerships formed in 2025 and look to continue to build further partnerships using the skills and knowledge the group has invested in. The directors believe that sales can be increased in the heating and ventilation market and have put measures in place to hopefully make this happen. The directors are always open and looking for other opportunities and markets as they arise.

Principal risks and uncertainties

The electrical wholesaling industry faces numerous challenges and risks but in general these may be summarised as being a high level of bad debts, pressures on margins and poor Imported products. To try and counteract these challenges and risks, the group sets credit limits on all its customers using credit reference agencies, has credit insurance on the majority of its customers, monitors margins on all product lines and will only buy its products from established suppliers who have a proven history of selling widely accepted brands. These risks and the control of them by the group have not changed during the year.

The directors are also mindful that throughout 2026 the new minimum wage and national insurance increases will impact the business and therefore have placed even more focus on trying to increase margins to try to absorb these additional overheads.

The Directors are also cautious about the increased costs placed upon themselves due to the uncertainty within the global areas. The rising fuel and copper costs although volatile mean there has been an extra focus on restricting the distribution costs to a minimum and impact on their customer base.

Key performance indicators

Detailed financial monitoring is constantly undertaken. This includes, but is not limited to, review of margins for each customer, analysis by customer of credit days taken, monthly management accounts for each branch, stock holding days for each branch and monthly review and comparison of Key Performance Indicators both by branch and the group as a whole. The significant KPIs are gross profit rates, labour to sales ratio, sales per day, transport costs, finance costs per branch, stock holding days per branch and direct profit contribution per branch and employee.

LED HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Financial Risk Management objectivities and policies

The group finances its operations through a mixture of retained profits and, where necessary, to fund expansion or capital expenditure programmes through bank borrowing.

The management's objectives are to:

- Retain sufficient liquid funds to enable it to meet its day-to-day obligations as they fall due whilst maximising returns on surplus funds;

- Minimise the group's exposure to fluctuating interest rates when seeking new borrowings; and

- Match the repayment schedule of any external borrowings or overdrafts with the expected future cash flows expected to arise from the group's trading activities.

As the group's funds are invested in sterling bank deposit accounts there is no price exchange risk exposure. The group's funds are held primarily in short term variable deposit accounts. The directors believe that this gives them the flexibility to release cash resources at short notice and also allow them to take advantage of changing conditions in the finance markets as they arise.

In November of the year, the trading company successfully completed a management buyout, resulting in a transition of ownership to the existing management team. Following the transaction, the group has focused on maintaining financial stability, meeting its funding obligations, and continuing to deliver operational performance in line with expectations. The directors remain committed to executing the cgroup’s strategy and ensuring sustainable growth under the new ownership structure.

On behalf of the board

Mr C Holden
Director
7 August 2026
LED HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of the company continued to be that of a holding company. The principal activity of the group continued to be that of wholesale distribution of electrical supplies in the United Kingdom.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £2,310,814. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr C Holden
(Appointed 24 November 2025)
Mr N Fay
(Appointed 24 November 2025)
Mr S Allan
(Appointed 24 November 2025)
Mr Keiron Higginson
(Resigned 24 November 2025)
Mr Michael Fay
(Resigned 24 November 2025)
Auditor

The auditor, PM+M Solutions for Business LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, 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 and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

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

LED HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr C Holden
Director
7 August 2026
LED HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LED HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of LED Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, 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 FRS 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 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

LED HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LED HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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 financial statements.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

LED HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LED HOLDINGS LIMITED
- 7 -

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

- the nature of the industry and sector, control environment and business performance including the design of the Group's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- the matters discussed among the audit engagement team including significant component audit teams and involving relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

- a ny matters we identified having obtained and reviewed the Group's documentation of their policies and procedures relating to:

  - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

  - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

  - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Group's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

- in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

LED HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LED HOLDINGS LIMITED
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Ceri Dixon BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of PM+M Solutions for Business LLP, Statutory Auditor
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
7 August 2026
LED HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
18,200,839
16,693,675
Cost of sales
(14,271,814)
(13,068,720)
Gross profit
3,929,025
3,624,955
Distribution costs
(816,397)
(824,946)
Administrative expenses
(1,954,512)
(1,766,954)
Operating profit
5
1,158,116
1,033,055
Interest receivable and similar income
67,040
24,509
Interest payable and similar expenses
9
(165,172)
(132,445)
Profit before taxation
1,059,984
925,119
Tax on profit
7
(297,947)
(253,175)
Profit for the financial year
762,037
671,944
Profit for the financial year is all attributable to the owners of the parent company.
LED HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
212,957
255,876
212,957
255,876
Current assets
Stocks
14
1,346,986
1,329,567
Debtors
15
4,273,206
4,582,994
Cash at bank and in hand
109,520
1,769,077
5,729,712
7,681,638
Creditors: amounts falling due within one year
16
(4,247,388)
(4,685,113)
Net current assets
1,482,324
2,996,525
Total assets less current liabilities
1,695,281
3,252,401
Provisions for liabilities
Deferred tax liability
17
47,614
55,957
(47,614)
(55,957)
Net assets
1,647,667
3,196,444
Capital and reserves
Called up share capital
19
40,000
40,000
Capital redemption reserve
115,000
115,000
Profit and loss reserves
1,492,667
3,041,444
Total equity
1,647,667
3,196,444

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 7 August 2026 and are signed on its behalf by:
07 August 2026
Mr C Holden
Director
Company registration number 05893937 (England and Wales)
LED HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
10
2,842,460
2,842,460
Current assets
Debtors
15
159,421
-
0
Creditors: amounts falling due within one year
16
(2,823,007)
(2,663,586)
Net current liabilities
(2,663,586)
(2,663,586)
Net assets
178,874
178,874
Capital and reserves
Called up share capital
19
40,000
40,000
Capital redemption reserve
115,000
115,000
Profit and loss reserves
23,874
23,874
Total equity
178,874
178,874

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £2,310,814 (2024 - £120,888 profit).

The financial statements were approved by the board of directors and authorised for issue on 7 August 2026 and are signed on its behalf by:
07 August 2026
Mr C Holden
Director
Company registration number 05893937 (England and Wales)
LED HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
40,000
115,000
2,490,388
2,645,388
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
671,944
671,944
Dividends
8
-
-
(120,888)
(120,888)
Balance at 31 December 2024
40,000
115,000
3,041,444
3,196,444
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
762,037
762,037
Dividends
8
-
-
(2,310,814)
(2,310,814)
Balance at 31 December 2025
40,000
115,000
1,492,667
1,647,667
LED HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
40,000
115,000
23,874
178,874
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
120,888
120,888
Dividends
8
-
-
(120,888)
(120,888)
Balance at 31 December 2024
40,000
115,000
23,874
178,874
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
2,310,814
2,310,814
Dividends
8
-
-
(2,310,814)
(2,310,814)
Balance at 31 December 2025
40,000
115,000
23,874
178,874
LED HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
1,067,659
1,357,729
Interest paid
(165,172)
(132,445)
Income taxes paid
(270,762)
(288,784)
Net cash inflow from operating activities
631,725
936,500
Investing activities
Purchase of tangible fixed assets
(119,337)
(40,427)
Proceeds on disposal of tangible fixed assets
84,881
40,598
Interest received
67,040
24,509
Net cash generated from investing activities
32,584
24,680
Financing activities
Dividends paid to equity shareholders
(2,310,814)
(120,888)
Net cash used in financing activities
(2,310,814)
(120,888)
Net (decrease)/increase in cash and cash equivalents
(1,646,505)
840,292
Cash and cash equivalents at beginning of year
442,817
(397,475)
Cash and cash equivalents at end of year
(1,203,688)
442,817
Relating to:
Cash at bank and in hand
109,520
1,769,077
Invoice discounting facility included in creditors payable within one year
(1,313,208)
(1,326,260)
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

LED Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Electricity House, Kenyon Road, Lomeshaye Industrial Estate, Nelson, Lancashire, BB9 5SP.

The group consists of LED Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company LED Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.4
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold property
at varying rates on cost
Fixtures and fittings
15% reducing balance
Office equipment
30% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The main areas of judgement are in relation to stock provisions and bad debt provisions. Stock provision is estimated by reviewing product life and forecasted sales. The bad debt provision is estimated by the directors using their historic knowledge and customer payment terms.

The directors do not believe there to be any other critical judgements or key sources of estimation uncertainty.

3
Turnover and other revenue
2025
2024
£
£
Other revenue
Interest income
67,040
24,509

All turnover arose within the United Kingdom and from the sale of electrical goods.

4
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administrative and support
20
14
3
2
Sales
30
34
-
-
Total
50
48
3
2
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,517,716
1,551,129
-
0
-
0
Social security costs
195,761
153,551
-
-
Pension costs
114,783
90,760
-
0
-
0
1,828,260
1,795,440
-
0
-
0
5
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
60,324
83,021
Loss on disposal of tangible fixed assets
17,051
9,987
Amortisation of intangible assets
-
5
Operating lease charges
76,429
71,467
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
195,372
95,155
Company pension contributions to defined contribution schemes
13,882
18,000
209,254
113,155

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

7
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
306,290
270,763
Deferred tax
Origination and reversal of timing differences
(8,343)
(17,588)
Total tax charge
297,947
253,175
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Taxation
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
1,059,984
925,119
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
264,996
231,280
Tax effect of expenses that are not deductible in determining taxable profit
32,541
21,530
Permanent capital allowances in excess of depreciation
410
365
Taxation charge
297,947
253,175
8
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
2,310,814
120,888
9
Interest payable and similar expenses
2025
2024
£
£
Interest on invoice finance arrangements
165,172
132,445
10
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
11
-
0
-
0
2,842,460
2,842,460
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
2,842,460
Carrying amount
At 31 December 2025
2,842,460
At 31 December 2024
2,842,460
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
LED Electrical Limited
UK
Ordinary
100.00
LED Solar PV Limited
UK
Ordinary
100.00

All companies within the group share the same registered office as as LED Holdings Limited.

LED Solar PV Limited is a dormant company,

12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
1,375,883
Amortisation and impairment
At 1 January 2025 and 31 December 2025
1,375,883
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
13
Tangible fixed assets
Group
Freehold property
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
74,827
325,468
300,040
441,632
1,141,967
Additions
-
0
-
0
14,247
105,090
119,337
Disposals
-
0
-
0
-
0
(231,565)
(231,565)
At 31 December 2025
74,827
325,468
314,287
315,157
1,029,739
Depreciation and impairment
At 1 January 2025
73,730
301,960
276,356
234,045
886,091
Depreciation charged in the year
164
5,383
9,233
45,544
60,324
Eliminated in respect of disposals
-
0
-
0
-
0
(129,633)
(129,633)
At 31 December 2025
73,894
307,343
285,589
149,956
816,782
Carrying amount
At 31 December 2025
933
18,125
28,698
165,201
212,957
At 31 December 2024
1,097
23,508
23,684
207,587
255,876
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods
1,346,986
1,329,567
-
-
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,776,693
4,311,511
-
0
-
0
Amounts owed by group undertakings
159,421
-
0
159,421
-
0
Other debtors
315,011
246,737
-
0
-
0
Prepayments and accrued income
22,081
24,746
-
0
-
0
4,273,206
4,582,994
159,421
-
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Proceeds of factored debts
1,313,208
1,326,260
-
0
-
0
Trade creditors
2,069,947
2,429,282
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
2,823,007
2,663,586
Corporation tax payable
306,292
270,764
-
0
-
0
Other taxation and social security
197,953
238,436
-
-
0
Other creditors
-
0
1,529
-
0
-
0
Accruals and deferred income
359,988
418,842
-
0
-
0
4,247,388
4,685,113
2,823,007
2,663,586

Proceeds of factored debt balances of £1,313,208 (2024 - £1,326,260) relate to an invoice financing facility which is secured against trade debtors.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
47,614
55,957
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
55,957
-
Credit to profit or loss
(8,343)
-
Liability at 31 December 2025
47,614
-

T he deferred tax liability set out above is expected to reverse over the useful life of assets and relates to accelerated capital allowances that are expected to mature within the same period.

18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
114,783
90,760
LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Retirement benefit schemes
(Continued)
- 25 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
34,000
34,000
34,000
34,000
Ordinary A shares of £1 each
6,000
6,000
6,000
6,000
40,000
40,000
40,000
40,000
20
Financial commitments, guarantees and contingent liabilities

The company has entered into a cross-company guarantee and debenture in favour of the company’s former shareholders in respect of deferred consideration and loan notes payable by LED Group Holdings Limited. At the year end, the maximum amount guaranteed was £2,659,000.

21
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
86,213
72,906
-
-
Years 2-5
109,555
107,102
-
-
195,768
180,008
-
-
22
Directors' transactions

As part of the management buy‑out completed in November 2025, all outstanding balances on the directors’ loan accounts were fully cleared and settled. Settlement was achieved through amounts payable under the transaction and, where applicable, proceeds from the acquisition structure. No balances remained outstanding following completion of the buy‑out. The maximum balance owed by a Director in the year was £67,668

23
Controlling party

A management buyout was completed in November 2025, resulting in a change in the Group’s ultimate parent undertaking to LED Group Holdings Limited. As part of this transaction, a significant dividend was declared. This transaction has not impacted the underlying trading performance or ongoing operations of the Company.

LED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
24
Cash generated from group operations
2025
2024
£
£
Profit after taxation
762,037
671,944
Adjustments for:
Taxation charged
297,947
253,175
Finance costs
165,172
132,445
Investment income
(67,040)
(24,509)
Loss on disposal of tangible fixed assets
17,051
9,987
Amortisation and impairment of intangible assets
-
5
Depreciation and impairment of tangible fixed assets
60,324
83,021
Movements in working capital:
(Increase)/decrease in stocks
(17,419)
406,476
Decrease/(increase) in debtors
309,788
(766,257)
(Decrease)/increase in creditors
(460,201)
591,442
Cash generated from operations
1,067,659
1,357,729
25
Analysis of changes in net funds/(debt) - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,769,077
(1,659,557)
109,520
Invoice discounting facility
(1,326,260)
13,052
(1,313,208)
442,817
(1,646,505)
(1,203,688)
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