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Registered number: 02727723 CARPENTER & PATERSON (HOLDINGS) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CARPENTER & PATERSON (HOLDINGS) LIMITED COMPANY INFORMATION
Directors | K P Edwards
| A M Lee
| J A Lee
Company secretary | K P Edwards
Registered number | 02727723
Registered office | Crown Works
| Henfaes Lane
| Welshpool
| Powys
| SY21 7BE
Independent auditors | WR Partners
| Chartered Accountants & Statutory Auditors
| Belmont House
| Shrewsbury Business Park
| Shrewsbury
| Shropshire
| SY2 6LG
CARPENTER & PATERSON (HOLDINGS) LIMITED CONTENTS
| Page
Group strategic report | 1
Directors' report | 2 - 3
Independent auditors' report | 4 - 7
Consolidated profit and loss account | 8
Consolidated statement of comprehensive income | 9
Consolidated balance sheet | 10 - 11
Company balance sheet | 12
Consolidated statement of changes in equity | 13 - 14
Company statement of changes in equity | 15 - 16
Consolidated statement of cash flows | 17 - 18
Notes to the financial statements | 19 - 42
CARPENTER & PATERSON (HOLDINGS) LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025.
Business review
During the year the group has seen a 0.4% decrease in turnover compared to the previous year, down from £25,111,244 to £25,011,018. Gross profit margin has increased from 44.88% to 45.7%. Operating profit has increased from £2,841,875 to £2,873,916. Profit before tax has increased from £2,809,252 to £2,867,278. The group continues to work with its partners to maintain its status as a key supplier to the nuclear industry and has successfully expanded its manufacturing facilities throughout the year to enhance its nuclear supply capabilities. Demand in our core business, the energy sector, remains positive and we expect this to continue.
Principal risks and uncertainties
The principal risks and uncertainties facing the group are new competition impacting on its market share and pressure on margins. The directors continue to focus on both of these in their strategy for the future. This report was approved by the board and signed on its behalf.
K P Edwards Director
Date: 12 August 2026
Page 1
CARPENTER & PATERSON (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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 £1,751,213 (2024 - £1,616,485). Dividends paid during the year amounted to £685,000 (2024: £800,207).
Directors
The directors who served during the year were:
K P Edwards
A M Lee
J A Lee
Future developments
The group is committed to continuous improvements in all aspects of the business and in particular its information systems. Through continuous investment in this area the group aims to increase efficiency and productivity. Page 2
CARPENTER & PATERSON (HOLDINGS) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Matters covered in the Group Strategic Report
The company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2023 to set out the Company's Strategic Report information required by Schedule 7 of the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008.
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
After the reporting date, the group have disposed of its investment properties at their market value. In addition, the share capital of Carpenter & Paterson (Holdings) Limited has been transferred to Jonathan Lee Holdings Limited. Jonathan Lee has retained significant control of the group. These transactions arose after the reporting date and relate to conditions that did not exist at that date. Accordingly, they are considered non-adjusting post balance sheet events and have not been recognised in these financial statements.
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.
K P Edwards Director
Date: 12 August 2026
Page 3
CARPENTER & PATERSON (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER & PATERSON (HOLDINGS) LIMITED
Opinion
We have audited the financial statements of Carpenter & Paterson (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated profit and loss account, 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 4
CARPENTER & PATERSON (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER & PATERSON (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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 2, 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. Page 5
CARPENTER & PATERSON (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER & PATERSON (HOLDINGS) LIMITED (CONTINUED)
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 the Group and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the UK General Data Protection Regulations (GDPR). We understood how the Company and the Group are 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 Group'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 6
CARPENTER & PATERSON (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER & PATERSON (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 12 August 2026 Page 7
CARPENTER & PATERSON (HOLDINGS) LIMITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 25,011,018 | 25,111,244
Cost of sales |  | (13,591,573) | (13,841,191)
Gross profit |  | 11,419,445 | 11,270,053
Distribution costs |  | (708,166) | (731,397)
Administrative expenses |  | (7,873,716) | (7,653,434)
Other operating income | 5 | 36,353 | (43,347)
Operating profit | 6 | 2,873,916 | 2,841,875
Interest receivable and similar income | 10 | 22,362 | 13,035
Interest payable and similar expenses | 11 | (29,000) | (45,658)
Profit before tax |  | 2,867,278 | 2,809,252
Tax on profit | 12 | (856,387) | (723,557)
Profit for the financial year |  | 2,010,891 | 2,085,695
Profit for the year attributable to: |  |  |
Non-controlling interests |  | 259,678 | 469,210
Owners of the parent |  | 1,751,213 | 1,616,485
|  | 2,010,891 | 2,085,695
The notes on pages 19 to 42 form part of these financial statements.
Page 8
CARPENTER & PATERSON (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Profit for the financial year |  | 2,010,891 | 2,085,695
Other comprehensive income |  |  |
Currency translation differences |  | 50,746 | 29,180
Other comprehensive income for the year |  | 50,746 | 29,180
Total comprehensive income for the year |  | 2,061,637 | 2,114,875
Profit for the year attributable to: |  |  |
Non-controlling interest |  | 259,678 | 469,210
Owners of the parent Company |  | 1,751,213 | 1,616,485
|  | 2,010,891 | 2,085,695
Total comprehensive income attributable to: |  |  |
Non-controlling interest |  | 259,678 | 469,210
Owners of the parent Company |  | 1,801,959 | 1,645,665
|  | 2,061,637 | 2,114,875
The notes on pages 19 to 42 form part of these financial statements.
Page 9
CARPENTER & PATERSON (HOLDINGS) LIMITED REGISTERED NUMBER: 02727723 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 321,122 |  | 630,484
Tangible assets | 15 |  | 2,258,701 |  | 2,108,321
Investment property | 17 |  | 1,167,000 |  | 1,167,000
|  |  | 3,746,823 |  | 3,905,805
Current assets |  |  |  |  |
Stocks | 18 | 3,349,528 |  | 3,329,364 |
Debtors: amounts falling due after more than one year | 19 | 469,595 |  | 294,184 |
Debtors: amounts falling due within one year | 19 | 6,217,877 |  | 4,418,529 |
Cash at bank and in hand | 20 | 3,049,103 |  | 3,421,563 |
|  | 13,086,103 |  | 11,463,640 |
Creditors: amounts falling due within one year | 21 | (5,061,991) |  | (4,781,063) |
Net current assets |  |  | 8,024,112 |  | 6,682,577
Total assets less current liabilities |  |  | 11,770,935 |  | 10,588,382
Creditors: amounts falling due after more than one year | 22 |  | (122,224) |  | (256,480)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 24 | (281,660) |  | (209,950) |
|  |  | (281,660) |  | (209,950)
Net assets |  |  | 11,367,051 |  | 10,121,952
Page 10
CARPENTER & PATERSON (HOLDINGS) LIMITED REGISTERED NUMBER: 02727723 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 857 |  | 857
Share premium account | 26 |  | 279,714 |  | 279,714
Capital redemption reserve | 26 |  | 143 |  | 143
Other reserves | 26 |  | 322,706 |  | 322,706
Profit and loss account | 26 |  | 10,016,113 |  | 8,899,154
Equity attributable to owners of the parent Company |  |  | 10,619,533 |  | 9,502,574
Non-controlling interests |  |  | 747,518 |  | 619,378
|  |  | 11,367,051 |  | 10,121,952
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 August 2026.
K P Edwards
Director
The notes on pages 19 to 42 form part of these financial statements. Page 11
CARPENTER & PATERSON (HOLDINGS) LIMITED REGISTERED NUMBER: 02727723 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 2,630,599 |  | 2,630,599
|  |  | 2,630,599 |  | 2,630,599
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 19 | 299,000 |  | 100,000 |
Cash at bank and in hand | 20 | 818 |  | 8 |
|  | 299,818 |  | 100,008 |
Total assets less current liabilities |  |  | 2,930,417 |  | 2,730,607
Net assets excluding pension asset |  |  | 2,930,417 |  | 2,730,607
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 857 |  | 857
Share premium account | 26 |  | 279,714 |  | 279,714
Capital redemption reserve | 26 |  | 143 |  | 143
Profit and loss account brought forward |  | 2,449,893 |  | 2,350,073 |
Profit for the year |  | 884,810 |  | 900,027 |
Other changes in the profit and loss account |  | (685,000) |  | (800,207) |
Profit and loss account carried forward |  |  | 2,649,703 |  | 2,449,893
|  |  | 2,930,417 |  | 2,730,607
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 August 2026.
K P Edwards
Director
The notes on pages 19 to 42 form part of these financial statements. Page 12

|  | CARPENTER & PATERSON (HOLDINGS) LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Capital redemption reserve | Fair value reserve | Profit and loss account | Equity attributable to owners of parent Company | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £ | £ | £
| At 1 January 2025 | 857 | 279,714 | 143 | 322,706 | 8,899,154 | 9,502,574 | 619,378 | 10,121,952
| Comprehensive income for the year |  |  |  |  |  |  |  |
| Profit for the year | - | - | - | - | 1,751,213 | 1,751,213 | 259,678 | 2,010,891
| Currency translation differences | - | - | - | - | 50,746 | 50,746 | - | 50,746
| Other comprehensive income for the year | - | - | - | - | 50,746 | 50,746 | - | 50,746
| Total comprehensive income for the year | - | - | - | - | 1,801,959 | 1,801,959 | 259,678 | 2,061,637
| Contributions by and distributions to owners |  |  |  |  |  |  |  |
| Dividends: Equity capital | - | - | - | - | (685,000) | (685,000) | (131,538) | (816,538)
| Total transactions with owners | - | - | - | - | (685,000) | (685,000) | (131,538) | (816,538)
| At 31 December 2025 | 857 | 279,714 | 143 | 322,706 | 10,016,113 | 10,619,533 | 747,518 | 11,367,051
| The notes on pages 19 to 42 form part of these financial statements.
Page 13

|  | CARPENTER & PATERSON (HOLDINGS) LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Fair value reserve | Profit and loss account | Equity attributable to owners of parent Company | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £ | £ | £
| At 1 January 2024 (as previously stated) | 857 | 279,714 | 143 | 322,706 | 8,834,029 | 9,437,449 | 446,024 | 9,883,473
| Prior year adjustment - correction of error | - | - | - | - | (780,333) | (780,333) | - | (780,333)
| At 1 January 2024 (as restated) | 857 | 279,714 | 143 | 322,706 | 8,053,696 | 8,657,116 | 446,024 | 9,103,140
| Comprehensive income for the year |  |  |  |  |  |  |  |
| Profit for the year | - | - | - | - | 1,616,485 | 1,616,485 | 469,210 | 2,085,695
| Currency translation differences | - | - | - | - | 29,180 | 29,180 | - | 29,180
| Other comprehensive income for the year | - | - | - | - | 29,180 | 29,180 | - | 29,180
| Total comprehensive income for the year | - | - | - | - | 1,645,665 | 1,645,665 | 469,210 | 2,114,875
| Contributions by and distributions to owners |  |  |  |  |  |  |  |
| Dividends: Equity capital | - | - | - | - | (800,207) | (800,207) | (295,856) | (1,096,063)
| Total transactions with owners | - | - | - | - | (800,207) | (800,207) | (295,856) | (1,096,063)
| At 31 December 2024 | 857 | 279,714 | 143 | 322,706 | 8,899,154 | 9,502,574 | 619,378 | 10,121,952
| The notes on pages 19 to 42 form part of these financial statements.
Page 14

CARPENTER & PATERSON (HOLDINGS) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2025 | 857 | 279,714 | 143 | 2,449,893 | 2,730,607
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 884,810 | 884,810
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | 884,810 | 884,810
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (685,000) | (685,000)
Total transactions with owners | - | - | - | (685,000) | (685,000)
At 31 December 2025 | 857 | 279,714 | 143 | 2,649,703 | 2,930,417
| The notes on pages 19 to 42 form part of these financial statements.
Page 15
CARPENTER & PATERSON (HOLDINGS) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 857 | 279,714 | 143 | 2,350,073 | 2,630,787
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 900,027 | 900,027
Other comprehensive income for the year | - | - | - | - | -
Total comprehensive income for the year | - | - | - | 900,027 | 900,027
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (800,207) | (800,207)
Total transactions with owners | - | - | - | (800,207) | (800,207)
At 31 December 2024 | 857 | 279,714 | 143 | 2,449,893 | 2,730,607
| The notes on pages 19 to 42 form part of these financial statements.
Page 16
CARPENTER & PATERSON (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 | 2,010,891 | 2,085,695
Adjustments for: |  |
Amortisation of intangible assets | 312,134 | 312,134
Depreciation of tangible assets | 307,590 | 279,955
Loss on disposal of tangible assets | (122) | 1,848
Interest paid | 29,000 | 45,658
Interest received | (22,362) | (13,035)
Taxation charge | 146,204 | 109,657
(Increase)/decrease in stocks | (20,164) | 95,351
(Increase) in debtors | (1,994,468) | (1,854,711)
Increase in creditors | 417,966 | 527,063
Corporation tax (paid)/received | (43,735) | 119,185
Effect of foreign exchange | 43,245 | 50,325
Net cash generated from operating activities | 1,186,179 | 1,759,125
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (2,772) | -
Purchase of tangible fixed assets | (452,698) | (526,964)
Sale of tangible fixed assets | 2,351 | 81
Interest received | 22,362 | 13,035
HP interest paid | (2,378) | -
Net cash from investing activities | (433,135) | (513,848)
Page 17
CARPENTER & PATERSON (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
New secured loans | 22,586 | -
Repayment of loans | - | (57,449)
Repayment of other loans | (221,990) | (110,995)
Repayment of/new finance leases | (82,940) | 68,107
Dividends paid | (685,000) | (800,207)
Interest paid | (26,622) | (45,658)
Dividends paid to non-controlling interests | (131,538) | (295,856)
Net cash used in financing activities | (1,125,504) | (1,242,058)
Net (decrease)/increase in cash and cash equivalents | (372,460) | 3,219
Cash and cash equivalents at beginning of year | 3,421,563 | 3,418,344
Cash and cash equivalents at the end of year | 3,049,103 | 3,421,563
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,049,103 | 3,421,563
| 3,049,103 | 3,421,563
Page 18
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Carpenter & Paterson (Holdings) Ltd 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 General Information page. The presentation currency of the financial statements is the Pound Sterling (£). 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 Profit and loss account 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.
| 2.3 | Going concern
The Group's forecasts and projects, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current facilities. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its financial statements. Page 19
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Related party exemption
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. Transactions between group entities which have been eliminated on consolidation are not disclosed within the 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 profit and loss account 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 20
CARPENTER & PATERSON (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: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. 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. Page 21
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | 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.
| 2.11 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.12 | 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 22
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.13 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.14 | 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 profit and loss account over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Page 23
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | 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, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Land and buildings | - | 2% on cost or valuation
|  |  |  | Improvements to property | - | 20% on cost and 10% on cost
|  |  |  | Plant and machinery | - | 25% on cost; 15% on reducing balance and 12.5% on cost
|  |  |  | Motor vehicles | - | 25% on reducing balance and 20% on cost
|  |  |  | Fixtures and fittings | - | 15% on reducing balance
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.
| 2.16 | Investment property
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
| 2.17 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period. Page 24
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | 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.
| 2.19 | 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.
| 2.20 | 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.
| 2.21 | 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.
| 2.22 | 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.
| 2.23 | 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. Financial assets and liabilities are offset, with 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. Page 25
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
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. 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. 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. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Page 26
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.23 | Financial instruments (continued)
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.24 | 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 historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company males estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Investment properties Investment properties are measured at fair value, with the most recent valuation having been performed by the directors during the year. The valuations are prepared on the basis of open market value and are inherently subjective, relying on assumptions including market yields, rental income, occupancy levels and comparable market transactions. Changes in these assumptions could have a material effect on the carrying value of the investment properties. Fixed Asset Investments The group investments in subsidiaries are carried at cost less impairment. The estimation of recoverable amounts involves judgement and is dependent on the performance of the underlying entities. Changes in these assumptions could result in material adjustments to the carrying value of the investments. Page 27
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
The whole of the turnover is attributable to the primary activity of the company. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 5,846,249 | 5,368,624
| Rest of Europe | 4,178,567 | 4,687,750
| Rest of the world | 14,986,202 | 15,054,870
|  | 25,011,018 | 25,111,244
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sundry income | 36,353 | 38,479
| Foreign exchange difference - gain | - | (81,826)
|  | 36,353 | (43,347)
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Hire of plant and machinery | 134,402 | 134,616
| Depreciation | 307,590 | 279,955
| Loss on disposal of fixed assets | (122) | 1,848
| Goodwill amortisation | 312,134 | 312,134
| Foreign exchange differences | (8,333) | 82,961
| Other operating leases | 52,408 | 100,911
Page 28
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 16,800 | 16,000
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 7,076,901 | 5,086,411
| Social security costs | 492,456 | 463,900
| Cost of defined contribution scheme | 257,038 | 261,816
|  | 7,826,395 | 5,812,127
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Production | 308 | 252
|  | Administration | 32 | 73
|  | Sales | 18 | 21
|  |  | 358 | 346
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 29
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 244,720 | 266,263
| Group contributions to defined contribution pension schemes | 67,296 | 70,000
|  | 312,016 | 336,263
| During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £132,224 (2024 - £121,167).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2024 - £60,000).
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 22,362 | 13,035
|  | 22,362 | 13,035
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 19,949 | 29,800
| Other loan interest payable | 6,673 | 8,729
| Finance leases and hire purchase contracts | 2,378 | 7,129
|  | 29,000 | 45,658
Page 30
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 72,070 | 21,838
| Adjustments in respect of previous periods | 2,424 | -
|  | 74,494 | 21,838
| Foreign tax |  |
| Foreign tax on income for the year | 720,038 | 613,890
|  | 720,038 | 613,890
| Total current tax | 794,532 | 635,728
| Deferred tax |  |
| Origination and reversal of timing differences | 61,855 | 87,829
| Total deferred tax | 61,855 | 87,829
|  | 856,387 | 723,557
Page 31
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 2,867,278 | 2,809,252
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 716,820 | 702,313
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 7,839 | 17,237
| Capital allowances in excess of depreciation | 34,952 | (4,269)
| Non-taxable income | - | (1,336)
| Adjustments to tax charge in respect of prior periods | 2,424 | -
| Goodwill amortisation | 78,034 | 78,034
| Unrelieved tax losses carried forward | - | 45
| Different rates of tax on overseas earnings | (51,212) | (201,884)
| Withholding taxes | 67,530 | 133,417
| Total tax charge for the year | 856,387 | 723,557
| Factors that may affect future tax charges
There are no factors that may affect future tax charges.
13. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends | 685,000 | 800,207
|  | 685,000 | 800,207
Page 32
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Intangible assets
| Group
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 12,314 | 4,354,959 | 4,367,273
| Additions | 2,772 | - | 2,772
| At 31 December 2025 | 15,086 | 4,354,959 | 4,370,045
| Amortisation |  |  |
| At 1 January 2025 | 8,725 | 3,728,064 | 3,736,789
| Charge for the year on owned assets | - | 312,134 | 312,134
| At 31 December 2025 | 8,725 | 4,040,198 | 4,048,923
| Net book value |  |  |
| At 31 December 2025 | 6,361 | 314,761 | 321,122
| At 31 December 2024 | 3,589 | 626,895 | 630,484
Page 33
CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Tangible fixed assets
| Group
|  | Freehold property | Short-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |
| At 1 January 2025 | 1,009,250 | 473,344 | 3,983,528 | 159,320 | 587,152 | 253,428 | 6,466,022
| Additions | 5,257 | 3,865 | 372,890 | 45,944 | 12,725 | 12,017 | 452,698
| Disposals | - | - | (9,846) | (25,321) | - | (2,177) | (37,344)
| Exchange adjustments | 17,105 | 14,740 | 63,065 | 2,794 | (130,421) | (3,170) | (35,887)
| At 31 December 2025 | 1,031,612 | 491,949 | 4,409,637 | 182,737 | 469,456 | 260,098 | 6,845,489
| Depreciation |  |  |  |  |  |  |
| At 1 January 2025 | 274,468 | 304,311 | 3,012,575 | 66,486 | 469,260 | 230,601 | 4,357,701
| Charge for the year on owned assets | 14,156 | 36,700 | 177,799 | 20,830 | 31,023 | 16,062 | 296,570
| Charge for the year on financed assets | - | - | 11,020 | - | - | - | 11,020
| Disposals | - | - | (9,846) | (23,092) | - | (2,177) | (35,115)
| Exchange adjustments | 1,028 | 10,763 | 59,973 | (230) | (105,450) | (9,472) | (43,388)
| At 31 December 2025 | 289,652 | 351,774 | 3,251,521 | 63,994 | 394,833 | 235,014 | 4,586,788
| Net book value |  |  |  |  |  |  |
| At 31 December 2025 | 741,960 | 140,175 | 1,158,116 | 118,743 | 74,623 | 25,084 | 2,258,701
| At 31 December 2024 | 734,782 | 169,033 | 970,953 | 92,834 | 117,892 | 22,827 | 2,108,321
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CARPENTER & PATERSON (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 | 2,630,599
| At 31 December 2025 | 2,630,599
17. | Investment property
| Group
|  | Freehold investment property
|  | £
| Valuation |
| At 1 January 2025 | 1,167,000
| At 31 December 2025 | 1,167,000
Fair value is represented by valuations in 2019 of £214,242 and £157,000 in 2023 and a cost of £795,758. The 2023 valuations were made by Berrys (RICS) and Martin DeVarga (RICS), on an open market value for existing use basis. The directors consider no change is required to the valuations as at 31 December 2025.
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Raw materials and work in progress | 3,349,528 | 3,329,364
|  | 3,349,528 | 3,329,364
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
19. | Debtors
|  | Group | RestatedGroup | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Trade debtors | 469,595 | 294,184 | - | -
|  | 469,595 | 294,184 | - | -
|  | Group | RestatedGroup | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 4,582,671 | 3,436,157 | - | -
| Amounts owed by group undertakings | - | - | 299,000 | 100,000
| Other debtors | 1,030,071 | 480,231 | - | -
| Prepayments and accrued income | 605,135 | 482,432 | - | -
| Tax recoverable | - | 19,709 | - | -
|  | 6,217,877 | 4,418,529 | 299,000 | 100,000
| During the year the directors identified that a trade debtor balance of £294,184 had been incorrectly classified within debtors falling due within one year in the prior year financial statements. The debtor was not expected to be realised within twelve months of the balance sheet date and should have been presented within debtors falling due after more than one year.
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 3,049,103 | 3,421,563 | 818 | 8
|  | 3,049,103 | 3,421,563 | 818 | 8
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Creditors: Amounts falling due within one year
|  | Group | Restated Group
|  | 2025 | 2024
|  | £ | £
| Bank loans | 294,900 | 272,314
| Other loans | - | 110,995
| Trade creditors | 2,076,594 | 1,708,069
| Corporation tax | 364,751 | 353,701
| Other taxation and social security | 222,455 | 253,770
| Obligations under finance lease and hire purchase contracts | 57,355 | 117,034
| Other creditors | 895,344 | 934,879
| Accruals and deferred income | 1,150,592 | 1,030,301
|  | 5,061,991 | 4,781,063
| During the year, the directors identified a prior year presentation error whereby liabilities totalling £1,383,013 had been included within other creditors. These balances have been reclassified, with £784,277 presented within trade creditors and £598,736 within accruals and deferred income, in order to appropriately reflect the nature of the liabilities. The reclassification has had no impact on net assets or profit for the year. Obligations under finance lease and hire purchase contracts are secured upon the assets to which they relate. The other loan represented the balance due to the previous minority shareholders in Carpenter & Paterson Asia for the sale of their shares in 2016. Interest was accruing at 3% on this amount and the loan has been fully repaid in the year. At the reporting date the group's banking facilities and borrowings are secured by the following: • A Composite Company Unlimited Multilateral Guarantee dated 4 October 2007 given by Carpenter & Paterson Limited and Carpenter & Paterson (Holdings) Limited. • A fixed charge over book and other debts, goodwill, uncalled capital and intellectual property, dated 16 November 1992. • A floating charge over all other assets of the company, dated 16 November 1992. • A first legal charge dated 28 November 2002 over leasehold property known as Apartment 4, The Bank,Swan Hill, Shrewsbury. • A first legal charge dated 24 July 1990 over freehold property known as Factory Premises, Crown Works, Henfaes Lane, Welshpool, Powys. • A second legal charge dated 31 July 2015 over leasehold property known as Flat 3, 6 Pellant Road,Fulham, London, SW6 7LX.
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | - | 110,995
| Net obligations under finance leases and hire purchase contracts | 122,224 | 145,485
|  | 122,224 | 256,480
23. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 57,355 | 117,034
| Between 1-5 years | 122,224 | 145,485
|  | 179,579 | 262,519
24. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (209,950)
| Charged to profit or loss | (71,710)
| At end of year | (281,660)
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 24.Deferred taxation (continued)
| Company
|  | 2025
| At beginning of year | -
| At end of year | -
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (233,124) | (161,414)
| Deferred tax on revalued investment property | (48,536) | (48,536)
|  | (281,660) | (209,950)
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
25. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 857 (2024 - 857) Ordinary shares of £1.00 each | 857 | 857
| The shares are ordinary shares which entitle the holders to vote and receive dividends and capital in the event of a winding up pro-rata and are not redeemable.
26. | Reserves
Share premium account The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with issuing shares are deducted from share premium. Capital redemption reserve The capital redemption reserve represents the nominal value of shares redeemed by the Company. Fair value reserve The fair value reserve comprises the gains arising from increases in the value of investment property less deferred tax. Profit and loss account The profit and loss account represents accumulated undistributed retained profits since incorporation.
27. | Analysis of net debt
|  | At 1 January 2025 | Cash flows | At 31 December 2025
|  | £ | £ | £
| Cash at bank and in hand | 3,421,563 | (372,460) | 3,049,103
| Debt due after 1 year | (110,995) | 110,995 | -
| Debt due within 1 year | (385,114) | 89,037 | (296,077)
| Finance leases | (262,519) | 82,940 | (179,579)
|  | 2,662,935 | (89,488) | 2,573,447
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CARPENTER & PATERSON (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
28. | Contingent liabilities
The bank has issued guarantees to customers of Carpenter & Paterson Limited amounting to £547,874 (2024: £603,178) in respect of performance and warranty bonds. In addition to the above, the bank has issued guarantees to HSBC Thailand in respect of Carpenter & Paterson (Asia) Limited amounting to £2,242,152 (2024: £2,209,981).
29. | Pension commitments
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the schemes and amounted to £257,038 (2024: £259,019). The amount outstanding at the year end was £21,070 (2024: £96,895).
30. | 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 | 406,280 | 388,231
| Later than 1 year and not later than 5 years | 553,648 | 592,322
|  | 959,928 | 980,553
31. | Related party transactions
| 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.
32. | Post balance sheet events
After the reporting date, the group disposed of its investment properties at their market value of £1.2m. In addition, the share capital of Carpenter & Paterson (Holdings) Limited has been transferred to Jonathan Lee Holdings Limited. Mr J A Lee has retained significant control of the group. These transactions arose after the reporting date and relate to conditions that did not exist at that date. Accordingly, they are considered non-adjusting post balance sheet events and have not been recognised in these financial statements.
33. | Controlling party
Mr J A Lee, a director of the company, controls the company as a result of owning 100% of the issued share capital of the company.
Page 42