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REGISTERED NUMBER: 05765343 (England and Wales)






















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 January 2026

for

Halsall Holdings Limited

Halsall Holdings Limited (Registered number: 05765343)






Contents of the Consolidated Financial Statements
for the Year Ended 31 January 2026




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Statement of Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


Halsall Holdings Limited

Company Information
for the Year Ended 31 January 2026







DIRECTORS: A J Wright
D Shuter
G Messham
A J Perry
D J Wright
A P Parker
S G Wright





SECRETARY: A J Wright





REGISTERED OFFICE: The Graduation Centre
Progress Drive
Cannock
Staffordshire
WS11 0JF





REGISTERED NUMBER: 05765343 (England and Wales)





AUDITORS: Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
Chancery Court
34 West Street
Retford
Nottinghamshire
DN22 6ES

Halsall Holdings Limited (Registered number: 05765343)

Group Strategic Report
for the Year Ended 31 January 2026

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

The principal activity of the group in the year under review was that of mechanical and electrical contractors.

REVIEW OF BUSINESS
The group has returned to growth in the year, with turnover increasing to £61.49m from £53.20m in the prior year, an increase of 15.6%. This reflects the strength of the order book carried into the year and the continued award of contracts by long term customers, which the directors believe is a direct result of the group's reputation and the quality of service it provides.

We operate from our Cannock Head Office with works being generated across a number of areas in the commercial sector, an approach that has offered some protection against any downturn in activity in these markets.

The group's reputation has continued to attract enquiries from both existing and many new clients and as such the group is working closely with many large organisations in relation to future opportunities. The group enters the new financial year with a strong order book and the directors consider that future prospects remain positive.
Turnover in the year increased to £61.49m, from £53.20m in the prior year.

Gross profit for the year is £9.45m (2025: £7.46m), giving a gross margin of 15.4% (2025: 14.0%).

Operating profit for the year is £1.82m (2025: £0.15m).

Profit before tax stands at £1.83m (2025: £9.47m). The prior year figure included an exceptional credit of £9.27m arising on the waiver in full of a loan owing to a company under common control. Excluding that item, profit before tax in the prior year was £0.20m, and the year on year movement therefore reflects a substantial improvement in underlying trading performance.

Profit for the financial year was £1.39m (2025: £9.37m).

The Group's net assets at the year end were £18.13m (2025: £23.50m). The reduction reflects the purchase of own shares completed in January 2026, which is set out below, partly offset by the profit retained for the year.

Cash generated from operations was £5.83m, compared with an outflow of £0.78m in the prior year. The improvement was assisted by a significant reduction in debtors, including the recovery of amounts due from related undertakings. Group cash at the year end stood at £2.91m (2025: £3.03m), broadly in line with the prior year notwithstanding the cash cost of the purchase of own shares.

The directors consider the results for the financial year ended 31 January 2026 to be satisfactory, particularly given the recovery in turnover, the improvement in underlying profitability and the strengthening of operating cash flow, and as such take this opportunity to formally convey their most sincere appreciation to all members of staff for their continued loyalty and commitment to the company.


PURCHASE OF OWN SHARES AND CHANGES TO THE BOARD

On 28 January 2026 S Halsall and Mrs K Halsall retired from the board and the company purchased and cancelled 20,000 Ordinary £1 shares and 5,000 Ordinary A £1 shares for a total consideration of £6,756,440. A capital redemption reserve of £25,000 was created on cancellation of the shares. The directors wish to record their thanks to both for the contribution they made over many years to the establishment and development of the group.

The consideration was met from cash generated within the group during the year, including the recovery of amounts due from related undertakings, together with existing cash resources. The directors are satisfied that the transaction has been completed without impairing the group's ability to fund its trading operations, and no dividend has been declared for the year in order to retain funds within the group.

D J Wright, A P Parker and S G Wright were appointed to the board on 28 January 2026, and A J Perry was appointed on 13 August 2025. The board now comprises seven directors. The directors consider that the transition has been completed without disruption to customers, suppliers or employees, and that it provides continuity of leadership and a stable platform for the next stage of the group's development.


Halsall Holdings Limited (Registered number: 05765343)

Group Strategic Report
for the Year Ended 31 January 2026


INVESTMENT IN ASSOCIATED COMPANY

During the year the group acquired a 33.33% interest in Halsall Mechanical Limited, a mechanical contracting business, at a cost of £235,000. The investment is accounted for using the equity method and a gain of £286,833 has been recognised, being the excess of the group's share of the fair value of the identifiable net assets acquired over the cost of the investment. The carrying value of the interest in the associate at the year end was £521,833.

The directors consider that the investment gives the group access to mechanical contracting capability alongside its established electrical contracting operations, and supports its ability to tender for combined mechanical and electrical packages of work. The change of name of the group's principal trading subsidiary to Halsall Mechanical and Electrical Ltd on 29 January 2026 reflects that broader offering.

PRINCIPAL RISKS AND UNCERTAINTIES
The directors continue to monitor the level of enquiries, contracts awarded, turnover, gross profit and cash resources, which they consider all to be key performance indicators.

The group is exposed to the usual business risks which the directors believe need to be monitored closely, especially during periods of economic uncertainty. The directors continually assess markets and contracts to identify any changes within the business sector in an attempt to mitigate the impact of any future general risk within the sector impacting upon the group.

Additional to the general business risk within the market place the group is exposed to price risks, credit risks and cash flow associated with selling on credit. These risks are managed through tight credit control procedures, including credit assessments of customers.

The group also carries balances with related undertakings and with companies owned by connected persons. The directors keep the recoverability of these balances under regular review and are satisfied that they are recoverable.


Halsall Holdings Limited (Registered number: 05765343)

Group Strategic Report
for the Year Ended 31 January 2026

SECTION 172(1) STATEMENT
The revised UK Corporate Governance Code ('2018 Code') was published in July 2018 and applies to accounting periods beginning on or after January 1, 2019. The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 MRR') require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('S172') when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the company. This S172 statement explains how Halsall Holdings Limited Directors:

- have engaged with employees, suppliers, customers and others; and

- have had regard to employee interests, the need to foster the company's business relationships with suppliers, customers and other, and the effect of that regards, including on the principal decisions taken by the company during the financial year.

The S172 statement focuses on matters of strategic importance to the company, and the level of information disclosed is consistent with the size and the complexity of the business.

The Board of directors are aware of their responsibilities and when making decisions, each director ensures that they acts in the way that they consider in good faith, would most likely promote the Company's success for the benefit of its members as a whole and in doing so has regard to:

S172(1) (A) The likely consequences of any decision in the long term. The aims set out in the review of the business section of the strategic report illustrate the long term focus of the directors.

S172(1) (B) The interests of the company's employees. The directors recognise that the employees are fundamental to the delivery of strategic ambitions and work closely with their representatives. Frequent appraisals and assessment of our team members wellbeing ensures high retention of staff and key personnel.

S172(1) (C) The need to foster the company's business relationships with suppliers, customers and others. Delivery of strategic goals requires strong mutually beneficial relationships with suppliers, customers and other agencies. The business continuously assesses the customer base within the context of business strategy and the management team ensures that these relationships are maintained.

S172(1) (D) The impact of the company's operations on the community and the environment. The company considers its energy usage looking to make efficiencies where possible.

S172(1) (E) The desirability of the company maintaining a reputation for high standards of business conduct. Compliance with relevant governance standards helps assure that the correct decision are made by the board which promote high standards of business conduct.

S172(1) (F) The need to act fairly as between members of the company. The directors consider all factors when determining the best course of action to deliver the Company's long term strategic goals. The impact on all stakeholders is considered as fairly as possible in the interest of the Company.

ON BEHALF OF THE BOARD:





A J Wright - Director


24 August 2026

Halsall Holdings Limited (Registered number: 05765343)

Report of the Directors
for the Year Ended 31 January 2026

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

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

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

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

A J Wright
D Shuter
G Messham

Other changes in directors holding office are as follows:

S Halsall - resigned 28 January 2026
Mrs K Halsall - resigned 28 January 2026
A J Perry - appointed 13 August 2025
D J Wright - appointed 28 January 2026
A P Parker - appointed 28 January 2026
S G Wright - appointed 28 January 2026

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION & ENERGY EFFICIENCY
Carbon Dioxide Emissions
The UK annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from activities for which the company is responsible involving the consumption of gas was 19.68 tonnes (2025: 21.02 tonnes). The quantity involving the consumption of fuel for company vehicles and the purposes of transport was 589.65 tonnes (2025: 654.48 tonnes). The quantity involving the purchase of electricity for the companies own use, including for use in electric vehicles, was 24.49 tonnes (2025: 33.06 tonnes).

kWh Usage
The aggregated kWh of UK annual energy consumed from activities for which the company is responsible involving combustion of gas was 97,438 kWh (2025: 103,718 kWh). The quantity involving the consumption of fuel for the purposes of transport was 2,323,151 kWh (2025: 2,573,974 kWh). The quantity involving the purchase of electricity by the company for its own use, including for the purposes of transport was 187,006 kWh (2025: 186,781 kWh).

Methodology
Energy consumption is determined from meter readings and invoices received for the given year being assessed. CO2 emissions are determined using the appropriate conversion factor for energy type obtained from UK Government information for company reporting of greenhouse gas emissions, where relevant these have been calculated using the net calorific value per guidance of real world conditions.

Ratios
In order to effectively manage the energy performance of the Company's facilities, systems, processes and equipment, management consider MWh per £million of turnover to be the key energy performance indicator (EnPI). The ratios for this year are as follows:

Energy type EnPI 2026 Ratio 2025 Ratio
Diesel MWh/£Million turnover 28.82 39.20
Petrol MWh/£Million turnover 8.96 9.18
Natural Gas MWh/£Million turnover 1.58 1.95
Electricity MWh/£Million turnover 3.04 3.51

Measures taken to improve efficiency
During the year, the company continued to promote energy-efficient working practices across the business. Measures included monitoring energy consumption, encouraging employees to reduce unnecessary energy use, and maintaining equipment to ensure efficient operation.

The company evaluated a number of energy-efficiency initiatives during the period but did not implement any material projects during the year. Energy usage continues to be monitored and further efficiency measures will be considered as part of the company's ongoing environmental objectives.


Halsall Holdings Limited (Registered number: 05765343)

Report of the Directors
for the Year Ended 31 January 2026

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). 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;
- state whether applicable 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 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.

ON BEHALF OF THE BOARD:





A J Wright - Director


24 August 2026

Report of the Independent Auditors to the Members of
Halsall Holdings Limited

Opinion
We have audited the financial statements of Halsall Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 January 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.

Report of the Independent Auditors to the Members of
Halsall Holdings Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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:

Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
- We plan our work to gain an understanding of the significant laws and regulations that are of significance to the
entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its
legal and regulatory framework.
- We obtained an understanding of how the company is complying with those legal and regulatory frameworks by
making inquiries to the management and people charged with governance.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
- Substantive procedures performed in accordance with the ISAs (UK).
- Challenging assumptions and judgments made by management in its significant accounting estimates.
- Identifying and testing journal entries, in particular material journal entries and an assessment of year end
journals.
- Assessing the extent of compliance with the relevant laws and regulations.

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.




Matthew Chadwick BA (Hons) FCA (Senior Statutory Auditor)
for and on behalf of Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
Chancery Court
34 West Street
Retford
Nottinghamshire
DN22 6ES

24 August 2026

Halsall Holdings Limited (Registered number: 05765343)

Consolidated
Statement of Comprehensive
Income
for the Year Ended 31 January 2026

2026 2025
Notes £    £   

TURNOVER 61,487,646 53,203,976

Cost of sales 52,035,449 45,743,195
GROSS PROFIT 9,452,197 7,460,781

Administrative expenses 7,935,383 7,314,248
1,516,814 146,533

Other operating income 307,798 3,500
OPERATING PROFIT 4 1,824,612 150,033

Loan write off 5 - 9,274,267
1,824,612 9,424,300

Interest receivable and similar income 8,082 49,531
PROFIT BEFORE TAXATION 1,832,694 9,473,831

Tax on profit 6 444,133 106,983
PROFIT FOR THE FINANCIAL YEAR 1,388,561 9,366,848

OTHER COMPREHENSIVE INCOME
Company purchase of own shares (6,756,440 ) -
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(6,756,440

)

-
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(5,367,879

)

9,366,848

Profit attributable to:
Owners of the parent 1,388,561 9,366,848

Total comprehensive income attributable to:
Owners of the parent (5,367,879 ) 9,366,848

Halsall Holdings Limited (Registered number: 05765343)

Consolidated Balance Sheet
31 January 2026

2026 2025
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 8,128,025 9,306,907
Investments 10
Interest in associate 521,833 -
8,649,858 9,306,907

CURRENT ASSETS
Debtors 11 11,193,760 17,720,548
Cash at bank and in hand 2,910,944 3,025,082
14,104,704 20,745,630
CREDITORS
Amounts falling due within one year 12 4,620,320 6,546,859
NET CURRENT ASSETS 9,484,384 14,198,771
TOTAL ASSETS LESS CURRENT
LIABILITIES

18,134,242

23,505,678

PROVISIONS FOR LIABILITIES 13 - 3,557
NET ASSETS 18,134,242 23,502,121

CAPITAL AND RESERVES
Called up share capital 14 25,000 50,000
Capital redemption reserve 15 25,000 -
Retained earnings 15 18,084,242 23,452,121
SHAREHOLDERS' FUNDS 18,134,242 23,502,121

The financial statements were approved by the Board of Directors and authorised for issue on 24 August 2026 and were signed on its behalf by:





A J Wright - Director


Halsall Holdings Limited (Registered number: 05765343)

Company Balance Sheet
31 January 2026

2026 2025
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 7,878,589 8,999,066
Investments 10 285,000 50,000
8,163,589 9,049,066

CURRENT ASSETS
Debtors 11 1,405,270 2,030,000
Cash at bank 810,477 232,332
2,215,747 2,262,332
CREDITORS
Amounts falling due within one year 12 9,011,409 4,490,463
NET CURRENT LIABILITIES (6,795,662 ) (2,228,131 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,367,927

6,820,935

PROVISIONS FOR LIABILITIES 13 - 3,557
NET ASSETS 1,367,927 6,817,378

CAPITAL AND RESERVES
Called up share capital 14 25,000 50,000
Capital redemption reserve 25,000 -
Retained earnings 1,317,927 6,767,378
SHAREHOLDERS' FUNDS 1,367,927 6,817,378

Company's profit for the financial year 1,306,989 34,169

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 August 2026 and were signed on its behalf by:





A J Wright - Director


Halsall Holdings Limited (Registered number: 05765343)

Consolidated Statement of Changes in Equity
for the Year Ended 31 January 2026

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 February 2024 50,000 16,039,273 - 16,089,273

Changes in equity
Dividends - (1,954,000 ) - (1,954,000 )
Total comprehensive income - 9,366,848 - 9,366,848
Balance at 31 January 2025 50,000 23,452,121 - 23,502,121

Changes in equity
Reduction in share capital (25,000 ) - 25,000 -
Total comprehensive income - (5,367,879 ) - (5,367,879 )
Balance at 31 January 2026 25,000 18,084,242 25,000 18,134,242

Halsall Holdings Limited (Registered number: 05765343)

Company Statement of Changes in Equity
for the Year Ended 31 January 2026

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 February 2024 50,000 8,687,209 - 8,737,209

Changes in equity
Profit for the year - 34,169 - 34,169
Total comprehensive income - 34,169 - 34,169
Dividends - (1,954,000 ) - (1,954,000 )
Balance at 31 January 2025 50,000 6,767,378 - 6,817,378

Changes in equity
Profit for the year - 1,306,989 - 1,306,989
Company purchase of own shares - (6,756,440 ) - (6,756,440 )
Total comprehensive income - (5,449,451 ) - (5,449,451 )
Reduction in share capital (25,000 ) - 25,000 -
Balance at 31 January 2026 25,000 1,317,927 25,000 1,367,927

Halsall Holdings Limited (Registered number: 05765343)

Consolidated Cash Flow Statement
for the Year Ended 31 January 2026

2026 2025
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 5,828,836 (779,574 )
Tax paid 463,060 (469,531 )
Net cash from operating activities 6,291,896 (1,249,105 )

Cash flows from investing activities
Purchase of tangible fixed assets (101,026 ) (1,174,959 )
Purchase of fixed asset investments (235,000 ) -
Sale of tangible fixed assets 820,285 31,929
Interest received 8,082 49,531
Net cash from investing activities 492,341 (1,093,499 )

Cash flows from financing activities
Amount introduced by directors - 1,954,000
Amount withdrawn by directors (141,935 ) (2,253,097 )
Company purchase of own shares (6,756,440 ) -
Equity dividends paid - (1,954,000 )
Net cash from financing activities (6,898,375 ) (2,253,097 )

Decrease in cash and cash equivalents (114,138 ) (4,595,701 )
Cash and cash equivalents at beginning
of year

2

3,025,082

7,620,783

Cash and cash equivalents at end of year 2 2,910,944 3,025,082

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 January 2026

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026 2025
£    £   
Profit before taxation 1,832,694 9,473,831
Depreciation charges 444,354 601,410
Loss/(profit) on disposal of fixed assets 15,268 (7,534 )
Gain arising on acquisition of shares (286,833 ) -
Finance income (8,082 ) (49,531 )
1,997,401 10,018,176
Decrease/(increase) in trade and other debtors 6,580,170 (16,541 )
Decrease in trade and other creditors (2,748,735 ) (10,781,209 )
Cash generated from operations 5,828,836 (779,574 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2026
31.1.26 1.2.25
£    £   
Cash and cash equivalents 2,910,944 3,025,082
Year ended 31 January 2025
31.1.25 1.2.24
£    £   
Cash and cash equivalents 3,025,082 7,620,783


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.25 Cash flow At 31.1.26
£    £    £   
Net cash
Cash at bank and in hand 3,025,082 (114,138 ) 2,910,944
3,025,082 (114,138 ) 2,910,944
Total 3,025,082 (114,138 ) 2,910,944

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements
for the Year Ended 31 January 2026

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The consolidated accounts incorporate the accounts of Halsall Holdings Limited and all its subsidiary undertakings. A separate Profit and Loss Account dealing with the results of the company has not been presented in accordance with section 408 of the Companies Act 2006.

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.

Turnover
Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers. Turnover is inclusive of accrued income in respect of work undertaken during the year which at the balance sheet date has not been billed in accordance with FRS102 section 23.

Turnover recognised in this manner is based upon an assessment of the fair value of the contracts at the
balance sheet date as a proportion of the total value of the engagement.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Land and Buildings - 2% on cost
Plant and machinery - 25% on reducing balance
Fixtures and fittings - 25% on reducing balance
Motor vehicles - 25% on reducing balance

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

Investments in associates
Investments in associates are accounted for using the equity method. On initial recognition, the investment is recognised at cost. Subsequently, the carrying amount is adjusted to recognise the Group's share of the associate's post-acquisition profits or losses and other comprehensive income.

Where the Group's share of the fair value of the identifiable net assets acquired exceeds the cost of the investment, the excess is recognised immediately in profit or loss

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.


Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Amounts recoverable on contracts
The amount by which recorded turnover on long term contracts is in excess of payments on account is classified as amounts recoverable on contracts under debtors.

Payments received on account
The balance of payments on account in excess of amounts offset against amounts recoverable on contracts and long-term contract balances is classified as payments received on account under creditors, where applicable.

3. EMPLOYEES AND DIRECTORS
2026 2025
£    £   
Wages and salaries 7,710,907 7,285,261
Social security costs 948,263 801,187
Other pension costs 210,938 196,672
8,870,108 8,283,120

The average number of employees during the year was as follows:
2026 2025

Administration and support 59 58
Production 55 56
114 114

The average number of employees by undertakings that were proportionately consolidated during the year was 114 (2025 - 114 ) .

2026 2025
£    £   
Directors' remuneration 1,558,650 1,346,278
Directors' pension contributions to money purchase schemes 57,720 61,963

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

3. EMPLOYEES AND DIRECTORS - continued

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
2026 2025
£    £   
Emoluments etc 549,162 513,324

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2026 2025
£    £   
Hire of plant and machinery 602,636 643,427
Depreciation - owned assets 444,355 601,413
Loss/(profit) on disposal of fixed assets 15,268 (7,534 )
Auditors' remuneration 46,500 44,450
Auditors' remuneration for non audit work 8,950 -

5. EXCEPTIONAL ITEMS

In the prior year, an amount of £9,274,267 owing to a company under common control was waived in full by the related entity. This write off is reflected in the profit and loss account as an exceptional item.

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2026 2025
£    £   
Current tax:
UK corporation tax 501,071 37,410

Deferred tax (56,938 ) 69,573
Tax on profit 444,133 106,983

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

6. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2026 2025
£    £   
Profit before tax 1,832,694 9,473,831
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2025 - 25 %)

458,174

2,368,458

Effects of:
Expenses not deductible for tax purposes 38,205 38,186
Capital allowances in excess of depreciation - (50,668 )
Depreciation in excess of capital allowances 76,401 -

Related party loan waiver - (2,318,566 )
Deferred tax charge (56,939 ) 69,573

Gain on acquisition of associates (71,708 ) -
Total tax charge 444,133 106,983

Tax effects relating to effects of other comprehensive income

2026
Gross Tax Net
£    £    £   
Company purchase of own shares (6,756,440 ) - (6,756,440 )

7. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


8. DIVIDENDS
2026 2025
£    £   
Ordinary shares of £1 each
Interim - 1,954,000

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

9. TANGIBLE FIXED ASSETS

Group
Fixtures
Land and Plant and and Motor
Buildings machinery fittings vehicles Totals
£    £    £    £    £   
COST
At 1 February 2025 7,502,672 655,855 417,278 3,265,691 11,841,496
Additions 10,294 22,601 2,146 65,985 101,026
Disposals (718,988 ) - - (337,362 ) (1,056,350 )
At 31 January 2026 6,793,978 678,456 419,424 2,994,314 10,886,172
DEPRECIATION
At 1 February 2025 - 483,695 281,597 1,769,297 2,534,589
Charge for year - 48,695 34,457 361,203 444,355
Eliminated on disposal - - - (220,797 ) (220,797 )
At 31 January 2026 - 532,390 316,054 1,909,703 2,758,147
NET BOOK VALUE
At 31 January 2026 6,793,978 146,066 103,370 1,084,611 8,128,025
At 31 January 2025 7,502,672 172,160 135,681 1,496,394 9,306,907

Company
Land and Motor
Buildings vehicles Totals
£    £    £   
COST
At 1 February 2025 7,502,672 3,265,691 10,768,363
Additions 10,294 65,985 76,279
Disposals (718,988 ) (337,362 ) (1,056,350 )
At 31 January 2026 6,793,978 2,994,314 9,788,292
DEPRECIATION
At 1 February 2025 - 1,769,297 1,769,297
Charge for year - 361,203 361,203
Eliminated on disposal - (220,797 ) (220,797 )
At 31 January 2026 - 1,909,703 1,909,703
NET BOOK VALUE
At 31 January 2026 6,793,978 1,084,611 7,878,589
At 31 January 2025 7,502,672 1,496,394 8,999,066

10. FIXED ASSET INVESTMENTS

Group
Interest
in
associate
£   
COST
Additions 521,833
At 31 January 2026 521,833
NET BOOK VALUE
At 31 January 2026 521,833

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

10. FIXED ASSET INVESTMENTS - continued

Group

Under the equity method of accounting the consolidated financial statements reflect the share in net assets of Halsall Mechanical Limited for the period. Under this method a gain arising on acquisition of the shares at lower than the carrying value has been reflected in the Statement of Comprehensive Income for the period of £286,833.
Company
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST OR VALUATION
At 1 February 2025 50,000 - 50,000
Additions - 235,000 235,000
At 31 January 2026 50,000 235,000 285,000
NET BOOK VALUE
At 31 January 2026 50,000 235,000 285,000
At 31 January 2025 50,000 - 50,000

Cost or valuation at 31 January 2026 is represented by:

Shares in Interest
group in
undertakings associate Totals
£    £    £   
Cost 50,000 235,000 285,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Halsall Electrical Limited
Registered office: The Graduation Centre, Progress Drive, Cannock, Staffordshire, England, WS11 0JF
Nature of business: Electrical contractors
%
Class of shares: holding
Ordinary 100.00

Halsall Electrical & Mechanical Limited
Registered office: The Graduation Centre, Progress Drive, Cannock, Staffordshire, England, WS11 0JF
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Associated company

Halsall Mechanical Limited
Registered office: The Graduation Centre, Progress Drive, Cannock, Staffordshire, England, WS11 0JF
Nature of business: Mechanical contractors
%
Class of shares: holding
Ordinary 33.33
31.10.25
£   
Aggregate capital and reserves 1,326,158


Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

11. DEBTORS

Group Company
2026 2025 2026 2025
£    £    £    £   
Amounts falling due within one year:
Trade debtors 6,430,072 5,465,661 421,889 720,000
Prepayments 170,158 190,434 - -
Amounts recoverable on contracts 1,726,448 4,459,445 - -
Other debtors 1,533,920 6,392,886 930,000 1,310,000
VAT 224,653 187,951 - -
Deferred tax asset 53,381 - 53,381 -
10,138,632 16,696,377 1,405,270 2,030,000

Amounts falling due after more than one year:
Trade debtors 1,055,128 1,024,171 - -

Aggregate amounts 11,193,760 17,720,548 1,405,270 2,030,000

Deferred tax asset
Group Company
2026 2025 2026 2025
£    £    £    £   
Deferred tax 53,381 - 53,381 -

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2026 2025 2026 2025
£    £    £    £   
Trade creditors 1,921,171 4,690,365 11,423 -
Amounts owed to group undertakings - - 8,841,254 4,527,349
Tax 297,148 (666,983 ) 67,506 (243,821 )
Social security and other taxes 331,320 289,153 - -
VAT - - 69,455 60,000
Other creditors 232,308 264,353 16,521 -
Contract cost accruals 1,640,303 1,761,206 - -
Directors' current accounts - 141,935 - 141,935
Accrued expenses 198,070 66,830 5,250 5,000
4,620,320 6,546,859 9,011,409 4,490,463

13. PROVISIONS FOR LIABILITIES

Group Company
2026 2025 2026 2025
£    £    £    £   
Deferred tax - 3,557 - 3,557

Group
Deferred
tax
£   
Balance at 1 February 2025 3,557
Accelerated capital allowances (56,938 )
Balance at 31 January 2026 (53,381 )

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

13. PROVISIONS FOR LIABILITIES - continued

Company
Deferred
tax
£   
Balance at 1 February 2025 3,557
Provided during year (56,938 )
Accelerated capital allowances
Balance at 31 January 2026 (53,381 )

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2026 2025
value: £    £   
20,000 Ordinary £1 20,000 40,000
(2025 - 40,000 )
5,000 Ordinary A £1 5,000 10,000
(2025 - 10,000 )
25,000 50,000

Ordinary shares confer the holders thereof with voting rights and rights in respect of any return of capital.

A Ordinary shares confer the holders thereof with rights to distribution as determined by the directors of the Company. A Ordinary shares carry no rights, voting or otherwise, except for a non-cumulative right to a variable dividend.

15. RESERVES

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 February 2025 23,452,121 - 23,452,121
Profit for the year 1,388,561 1,388,561
Purchase of own shares (6,756,440 ) - (6,756,440 )
Reduction in share capital - 25,000 25,000
At 31 January 2026 18,084,242 25,000 18,109,242

Group




Retained
earnings
Capital
redemption
reserve


Totals
£ £ £

At 1 February 2025 23,452,124 - 23,452,124
Profit for the year 1,393,734 - 1,393,734
Purchase of own shares (6,756,440 ) - (6,756,440 )
Reduction in share capital - 25,000 25,000
At 31 January 2026 18,089,418 25,000 18,114,418

Halsall Holdings Limited (Registered number: 05765343)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 January 2026

16. RELATED PARTY DISCLOSURES

At 31 January 2026, a balance of £Nil (2025: £648,000) was owing to a company that is controlled by the owners of Halsall Holdings Limited. During the year, the group purchased services of £595,000 (2025: £1,135,000).

At 31 January 2026, a balance of £174,302 (2025: £1,281,288) was owed to another company that is controlled by the owners of Halsall Holdings Limited. During the year, the group purchased services of £12,480,667 (2024: £17,276,106).

At 31 January 2026, a balance of £320,000 (2025: £5,434,448) was owed by a company owned by connected persons.

At 31 January 2026, a balance of £500,000 (2025: £Nil) was owed by a different company owned by connected persons.

17. POST BALANCE SHEET EVENTS

Since the year end, but prior to the approval of these financial statements, the Group acquired the remaining 66.67% of the share capital of Halsall Mechanical Limited, a mechanical contracting business. This acquisition increased the Group's shareholding from 33.33% to 100%, and Halsall Mechanical Limited became a subsidiary undertaking of the Group upon completion of the acquisition.

As the transaction occurred after the reporting date, no adjustment has been made to these financial statements.

18. ULTIMATE CONTROLLING PARTY

The company is controlled by the directors A J Wright and D J Wright who control 66% of the Ordinary share
capital, alongside G L Wright who controls the remaining 33%.