REGISTERED NUMBER: 05488264 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2026

for

CMS Holdings UK Limited

Page

Company information

1

Group strategic report

2

to

4

Report of the directors

5

to

6

Report of the independent auditors

7

to

10

Consolidated income statement

11

Consolidated other comprehensive income

12

Consolidated statement of financial position

13

Company statement of financial position

14

Consolidated statement of changes in equity

15

Company statement of changes in equity

16

Consolidated statement of cash flows

17

Notes to the consolidated statement of cash flows

18

to

19

Notes to the consolidated financial statements

20

to

32

Directors:

P J Barrand

S Dunn

B M L Hoskyns-Abrahall

C J Manson

N J Smith

Registered office:

CMS Academy

Innovation House

Hawks Road

Gateshead

Tyne and Wear

NE8 3AD

Registered number:

05488264 (England and Wales)

Senior statutory auditor:

Emma Wilson

Auditors:

Sumer Auditco Limited

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

The directors present their strategic report of the company and the group for the year ended 31 March 2026.

Review of business

The directors present their strategic report of the company and the group for the year ended 31 March 2026.

Following the investment by Newable Limited in April 2022, the group consists of Newable CMS Ltd (majority owned by Newable Capital Ltd and ultimately by Newable Partnership Ltd), CMS Holdings UK Ltd, Commercial Maintenance Services UK Ltd (a commercial M&E services provider), and Advantage Utilities Services Ltd (a utilities services company).

The group continues to operate primarily in the provision of reactive and planned mechanical and electrical maintenance services across the healthcare, retail, commercial and hospitality sectors.

The group has established a strong market position as a recognised provider of high-quality nationwide services, with customers valuing the reliability and expertise of its offering.

During the year ended 31 March 2026, the group experienced a modest reduction in turnover alongside a significant decline in overall profitability:

- Revenue decreased to £30.2m (2025: £31.5m)

- Profit before tax reduced to £0.17m (2025: £1.35m)

This reduction in profitability was primarily driven by:

- An increase in administrative expenses, which rose to £7.34m (2025: £6.86m), following continued investment in infrastructure, staffing and systems to support growth

- Higher finance costs of £0.50m (2025: £0.44m)

- Cost of sales reducing year-on-year, maintaining Gross Margins at last year's levels (>25%)

Operating profit reduced to £0.66m (2025: £1.79m).

Despite this, the underlying demand for services remained resilient, with continued activity across key sectors and ongoing client retention.

Principal risks and uncertainties

The group maintains a structured approach to risk management, with ongoing monitoring and mitigation of key financial and operational risks.

Financial risks

The group is exposed to credit, liquidity, and cash flow risks:

- Credit risk arises primarily from trade receivables, which remain significant at £6.1m - marginally lower that FY25

- Liquidity risk remains a key consideration, with the group utilising ID facilities of £2.9m as part of its funding structure

- Cash flow risk is driven by working capital intensity and timing differences in customer receipts

Operational risks

Key operational risks include:

- Cost inflation and the ability to recover this through pricing

- Maintaining operational efficiency following a period of growth

- Delivery and service quality across a large national workforce

- Health & Safety risks, managed through the internal SHEQ function

The group continues to strengthen its operational and financial controls to mitigate these risks.

Development and performance

The group operates in a resilient sector, where demand for maintenance services remains relatively stable despite economic uncertainty.

During the year:

- Turnover decreased by c.4% to £30.2m

- Gross profit remained strong at £8.0m (2025: £8.6m)

- Administrative expenses increased materially, impacting profitability

- Operating profit reduced to £0.66m (2025: £1.79m)

- Profit before tax reduced to £0.17m (2025: £1.35m)

Despite lower profitability, the group:

- Generated strong operating cash flow of £1.9m

- Maintained a stable net asset position of £5.16m

- Completed a restructuring of group debt, with long-term debt now held within Newable CMS Ltd

Operationally, the group:

- Continued to provide nationwide service coverage

- Maintained a diversified and resilient customer base

- Invested in systems, workforce capability and complementary services (including HVAC, EV charging and building systems)

The directors recognise that FY2026 represents a period of consolidation, where prior investment and cost base expansion has impacted short-term profitability.

Key performance indicators

The group's primary financial objectives remain profitability and cash generation.

Key financial metrics for the year:

- Turnover: £30,238,420 (2025: £31,519,398)

- Operating profit: £662,956 (2025: £1,790,466)

- Profit before tax: £165,582 (2025: £1,348,710)

- Operating cash flow: £1,885,021

While revenue remained relatively stable, profitability was significantly impacted by an increased cost base, particularly within administrative expenses.

Cash generation remained strong, reflecting effective operational cash management.

Outlook

The directors remain confident in the long-term prospects of the group, supported by:

- A strong market position

- A diversified customer base

- Continued demand for maintenance services

Key priorities for the coming year include:

- Optimisation of the cost base to restore profitability

- Improvement in operating margins through efficiency and pricing discipline

- Further strengthening of working capital management, particularly debtor collections

- Reduction in reliance on short-term funding facilities over time

The directors expect that the benefits of prior investment, combined with improved cost control, will result in improved profitability and sustained cash generation in future periods.

On behalf of the board:

N J Smith - Director

11 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2026.

Principal activity

The principal activity of the company and group continued to be that of the delivery of commercial mechanical services, nationwide, 24/7. Specialising in all hard services, particularly gas and plumbing infrastructure design installation and maintenance.

Dividends

No dividends will be distributed for the year ended 31 March 2026.

Directors

The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report.

P J Barrand

S Dunn

B M L Hoskyns-Abrahall

C J Manson

N J Smith

Other changes in directors holding office are as follows:

G Round - resigned 12 November 2025

Statement of directors' responsibilities

The directors are responsible for preparing the Group strategic report, the Report of the directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

N J Smith - Director

11 August 2026

Opinion

We have audited the financial statements of CMS Holdings UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and Notes to the consolidated statement of cash flows, 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 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 affairs as at 31 March 2026 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 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group strategic report and the Report of the directors 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 Report of the directors.

We have nothing to report in respect of the following matters where 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 Statement of directors' responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud are instances of non-compliance with laws and regulations. We design procedures in lines with our responsibilities, outlines 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliances with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client company's sector.

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company.

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journals entries to identify unusual transactions;

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims;

-

reviewing correspondence with HMRC and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatement that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the auditors.

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 a Report of the auditors 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.

Emma Wilson (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

11 August 2026

Turnover

4

30,238,420

31,519,398

Cost of sales

22,239,109

22,873,243

Gross profit

7,999,311

8,646,155

Administrative expenses

7,336,355

6,855,689

Operating profit

6

662,956

1,790,466

Interest payable and similar expenses

8

497,374

441,756

Profit before taxation

165,582

1,348,710

Tax on profit

9

43,738

384,322

Profit for the financial year

121,844

964,388

Profit attributable to:

Owners of the parent

61,917

918,741

Non-controlling interests

59,927

45,647

121,844

964,388

Profit for the year

121,844

964,388

Other comprehensive income

-

-

Total comprehensive income for the year

121,844

964,388

Total comprehensive income attributable to:

Owners of the parent

61,917

918,741

Non-controlling interests

59,927

45,647

121,844

964,388

Fixed assets

Intangible assets

11

-

-

Tangible assets

12

2,396,575

2,953,412

Investments

13

-

-

Investment property

14

529,123

-

2,925,698

2,953,412

Current assets

Stocks

15

531,019

201,947

Debtors

16

11,119,645

11,961,345

Cash at bank and in hand

145,644

79,037

11,796,308

12,242,329

Creditors

Amounts falling due within one year

17

8,327,825

8,561,710

Net current assets

3,468,483

3,680,619

Total assets less current liabilities

6,394,181

6,634,031

Creditors

Amounts falling due after more than one year

18

(1,057,110

)

(1,297,333

)

Provisions for liabilities

22

(173,719

)

(204,230

)

Net assets

5,163,352

5,132,468

Capital and reserves

Called up share capital

23

111

111

Share premium

24

71,128

71,128

Retained earnings

24

4,869,933

4,808,016

Shareholders' funds

4,941,172

4,879,255

Non-controlling interests

222,180

253,213

Total equity

5,163,352

5,132,468

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2026 and were signed on its behalf by:

N J Smith - Director

Fixed assets

Intangible assets

11

-

-

Tangible assets

12

2,031,765

2,543,511

Investments

13

10,100

10,100

Investment property

14

529,123

-

2,570,988

2,553,611

Current assets

Debtors

16

30,999

71,910

Cash at bank

12,304

15,725

43,303

87,635

Creditors

Amounts falling due within one year

17

1,665,476

1,474,466

Net current liabilities

(1,622,173

)

(1,386,831

)

Total assets less current liabilities

948,815

1,166,780

Creditors

Amounts falling due after more than one year

18

-

(209,000

)

Provisions for liabilities

22

(82,918

)

(102,245

)

Net assets

865,897

855,535

Capital and reserves

Called up share capital

23

111

111

Share premium

24

71,128

71,128

Retained earnings

24

794,658

784,296

Shareholders' funds

865,897

855,535

Company's profit for the financial year

10,362

3,410

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2026 and were signed on its behalf by:

N J Smith - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2024

111

3,889,275

71,128

Changes in equity

Total comprehensive income

-

918,741

-

Balance at 31 March 2025

111

4,808,016

71,128

Changes in equity

Total comprehensive income

-

61,917

-

Balance at 31 March 2026

111

4,869,933

71,128

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2024

3,960,514

298,526

4,259,040

Changes in equity

Dividends

-

(90,960

)

(90,960

)

Total comprehensive income

918,741

45,647

964,388

Balance at 31 March 2025

4,879,255

253,213

5,132,468

Changes in equity

Dividends

-

(90,960

)

(90,960

)

Total comprehensive income

61,917

59,927

121,844

Balance at 31 March 2026

4,941,172

222,180

5,163,352

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2024

111

780,886

71,128

852,125

Changes in equity

Total comprehensive income

-

3,410

-

3,410

Balance at 31 March 2025

111

784,296

71,128

855,535

Changes in equity

Total comprehensive income

-

10,362

-

10,362

Balance at 31 March 2026

111

794,658

71,128

865,897

Cash flows from operating activities

Cash generated from operations

1

2,517,166

2,276,987

Interest paid

(497,374

)

(441,756

)

Tax paid

(134,771

)

(390,255

)

Net cash from operating activities

1,885,021

1,444,976

Cash flows from investing activities

Purchase of tangible fixed assets

(243,209

)

(2,106,101

)

Net cash from investing activities

(243,209

)

(2,106,101

)

Cash flows from financing activities

Loan repayments in year

(1,757,000

)

(43,000

)

Capital repayments in year

(8,631

)

-

Amount introduced by directors

-

500,000

Amount withdrawn by directors

(500,000

)

-

Dividends paid to minority interests

(90,960

)

(90,960

)

Net cash from financing activities

(2,356,591

)

366,040

Decrease in cash and cash equivalents

(714,779

)

(295,085

)

Cash and cash equivalents at beginning of year

2

(2,013,536

)

(1,718,451

)

Cash and cash equivalents at end of year

2

(2,728,315

)

(2,013,536

)

1.	Reconciliation of profit before taxation to cash generated from operations

2026

2025

£

£

Profit before taxation

165,582

1,348,710

Depreciation charges

331,030

244,768

Loss on disposal of fixed assets

21,985

-

Finance costs

497,374

441,756

1,015,971

2,035,234

(Increase)/decrease in stocks

(329,072

)

84,955

Decrease/(increase) in trade and other debtors

841,700

(571,345

)

Increase in trade and other creditors

988,567

728,143

Cash generated from operations

2,517,166

2,276,987

2.	Cash and cash equivalents

The amounts disclosed on the Statement of cash flows in respect of cash and cash equivalents are in respect of these Statement of financial position amounts:

Year ended 31 March 2026

31.3.26

1.4.25

£

£

Cash and cash equivalents

145,644

79,037

Bank overdrafts

(2,873,959

)

(2,092,573

)

(2,728,315

)

(2,013,536

)

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

79,037

183,749

Bank overdrafts

(2,092,573

)

(1,902,200

)

(2,013,536

)

(1,718,451

)