ACCOUNTS - Final Accounts preparation

Auditors' remuneration

During the year, the Group obtained the following services from the Group's auditors:

Registered number: 12579655

BAYLEAF HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

BAYLEAF HOLDINGS LIMITED

COMPANY INFORMATION

Directors	P Babai
	N Berger
	P Clements
	J Burdett
	P Celaschi


Registered number	12579655


Registered office	1st Floor South
	101 New Cavendish Street
	London
	W1W 6XH


Independent auditors	Harris & Trotter LLP
	Chartered Accountants & Statutory Auditors
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH

BAYLEAF HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10 - 11
Company Balance Sheet	12 - 13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Consolidated Analysis of Net Debt	17
Notes to the Financial Statements	18 - 36

BAYLEAF HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

Bayleaf (“the Group”) is a leading commercial cleaning and soft facilities management provider, focused on premises located in central London.

The Group operates across four sectors:

• Offices
• Hospitality
• Retail
• Hotels

With its Head Office strategically located in Islington in central London, the Group employs over 800 staff and services more than 175 clients across approximately 350 sites.

Business review

In 2025, the Group continued its strong growth trajectory with revenue of £18.4m, up from £16.3m in the prior year. This performance was driven by a healthy combination of organic growth from existing clients and new client acquisition.

Growth is expected to continue, underpinned by an operational focus on delivering exceptional standards of service and nurturing long-term partnerships that promote client retention.

Innovation and transparency are fundamental to long-term success. Enhancements in quality control processes, reporting and procurement continue to deliver improvements in standards, efficiency, transparency and cost control across the business. These initiatives, combined with the Group’s client first consultative approach and continuous investment in its people through training, progression opportunities and a supportive culture, ensure the highest standards of delivery across the portfolio of services.

Client Focus

The market has seen a marked shift towards cost control, with organisations reviewing budgets and scrutinising costs more closely than ever. The Group recognises its role in delivering the highest standard of service whilst providing solutions that are flexible, efficient and transparent. By listening carefully and tailoring its approach, the Group meets the unique requirements of each individual client.

Environment and Social Governance

The Group is embedding Environmental, Social and Governance (ESG) principles across the business through a structured strategy aligned with the European Sustainability Reporting Standards (ESRS) and the Corporate Sustainability Reporting Directive (CSRD). This framework establishes clear goals across environmental impact, social responsibility and governance oversight, positioning the Group ahead of industry expectations and providing a more comprehensive approach than some of the common certifications.

Commitments include reducing emissions and trialling sustainable practices such as chemical-free cleaning, investing in people through initiatives such as the Bayleaf Academy, and maintaining transparency and accountability at every level. The Directors believe this strategy positions the Group to deliver responsible growth and long-term value for clients, employees and stakeholders.

Page 1

BAYLEAF HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The Directors recognise that the Group is subject to a range of risks and uncertainties which could affect financial performance. The key risks identified, together with the mitigating actions taken, are summarised below.

Market and Macroeconomic Risk

The Group is exposed to fluctuations in property occupancy levels and footfall, inflationary pressure and consumer spending habits, and wider macroeconomic trends. The Group maintains a diverse client base across a variety of industry segments, actively monitors the wider economic environment and operates a flexible cost base.

Staffing Risk

Maintaining high levels of service quality is dependent on the recruitment, training and retention of staff. While ensuring pay remains at competitive levels, the Group prides itself on its staff engagement initiatives, including the introduction of the Bayleaf Academy to ensure career progression opportunities are accessible through a structured development programme for staff of all levels.

Client Credit and Liquidity Risk

Non-payment or delayed payment from clients negatively impacts cash flows. The Group runs credit checks on clients and operates under clearly defined credit control policies, actively monitoring clients’ payment behaviour and enacting strict escalation processes in event of default. The Group also maintains high cash reserves and updates cash forecasts on a weekly basis to manage any negative cash impacts.

Regulatory Risk

The Group must comply with employment, health and safety, and environmental regulations. It operates a strong compliance framework with regular staff training and advice from external experts where required.

Key performance indicators

The Group delivered a strong performance during the year, with turnover increasing to £18,350,093 in 2025 from £16,344,678 in 2024. This growth was reflected in profitability, as gross profit rose to £4,568,794 from £4,218,706 in the prior year.

Outlook

Looking ahead, the Directors remain confident in the Group’s ability to deliver continued growth. The focus will remain on sustaining high service standards, investing in people and technology, and embedding ESG principles throughout operations. With a strong client base, experienced workforce and sound financial management, the Group is well positioned to capitalise on future opportunities.

This report was approved by the board and signed on its behalf.

J Burdett

Director

Date: 2 October 2026

Page 2

BAYLEAF 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

The directors who served during the year were:

P Babai

N Berger

P Clements

J Burdett

P Celaschi

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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Principal activity

The principal activity of the Group continues to be the provision of commercial cleaning and soft facilities management services.

Results and dividends

The profit for the year, after taxation, amounted to £428,887 (2024 - £176,792).

No dividends were declared during the year.

Page 3

BAYLEAF HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Engagement with employees

The Group recognises the importance of effective communication and engagement with its employees. Regular team meetings and staff briefings are held to keep employees informed about Group developments, priorities and performance. Feedback is encouraged through informal discussions and periodic surveys, enabling management to respond to staff views. The Group is committed to providing a safe, inclusive and supportive working environment for all employees and invests in training and development to support career progression.

Disabled employees

The Group is committed to equal opportunities in all aspects of employment. Full and fair consideration is given to applications for employment from disabled persons, having regard to their aptitudes and abilities. Where existing employees become disabled, every effort is made to ensure that their employment continues, with appropriate training and support provided. Opportunities for training, career development and promotion are provided to all employees, including those with disabilities.

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.

Auditors

The auditors, Harris & Trotter LLP, 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.

J Burdett

Director

Date: 2 October 2026

Page 4

BAYLEAF HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYLEAF HOLDINGS LIMITED

Opinion

We have audited the financial statements of Bayleaf Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise 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 5

BAYLEAF HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYLEAF 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.

Page 6

BAYLEAF HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYLEAF HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.

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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. 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 risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: IFRS and the Companies Act 2006.

• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.

• We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud.

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 7

BAYLEAF HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYLEAF 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.

Daniel Korn (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants

Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH

2 October 2026

Page 8

BAYLEAF HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	3	18,350,093	16,344,678
Cost of sales		(13,781,299)	(12,125,972)
Gross profit		4,568,794	4,218,706
Administrative expenses		(3,603,780)	(3,432,590)
Exceptional administrative expenses		-	(162,170)
Other operating income	4	46,493	83,284
Operating profit		1,011,507	707,230
Interest receivable and similar income	7	14,035	17,136
Interest payable and similar expenses	8	(217,728)	(297,454)
Profit before taxation		807,814	426,912
Tax on profit	10	(378,927)	(250,120)
Profit for the financial year		428,887	176,792

Profit for the year attributable to:
Owners of the Parent Company	428,887	176,792
	428,887	176,792

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 18 to 36 form part of these financial statements.

Page 9

BAYLEAF HOLDINGS LIMITED

REGISTERED NUMBER: 12579655

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		803,545		1,421,269
Tangible assets	12		74,054		101,460
			877,599		1,522,729
Current assets
Debtors: amounts falling due within one year	14	1,855,557		2,482,853
Cash at bank and in hand	15	2,325,005		1,685,602
		4,180,562		4,168,455
Creditors: amounts falling due within one year	16	(5,203,839)		(3,656,187)
Net current (liabilities)/assets			(1,023,277)		512,268
Total assets less current liabilities			(145,678)		2,034,997
Creditors: amounts falling due after more than one year	17		(532,293)		(3,141,855)
Net liabilities			(677,971)		(1,106,858)

Capital and reserves
Called up share capital	20	12,500	12,500
Share premium account	21	497,500	497,500
Profit and loss account	21	(1,187,971)	(1,616,858)
		(677,971)	(1,106,858)

Page 10

BAYLEAF HOLDINGS LIMITED

REGISTERED NUMBER: 12579655

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Burdett

Director

Date: 2 October 2026

The notes on pages 18 to 36 form part of these financial statements.

Page 11

BAYLEAF HOLDINGS LIMITED

REGISTERED NUMBER: 12579655

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		406,354		538,145
Investments	13		336,001		336,001
			742,355		874,146
Current assets
Debtors: amounts falling due after more than one year	14	-		677,654
Debtors: amounts falling due within one year	14	10,000		10,000
		10,000		687,654
Creditors: amounts falling due within one year	16	(127,845)		(75,100)
Net current (liabilities)/assets			(117,845)		612,554
Total assets less current liabilities			624,510		1,486,700

Creditors: amounts falling due after more than one year	17		(584,886)		(1,002,172)

Net assets			39,624		484,528

Capital and reserves
Called up share capital	20	12,500	12,500
Share premium account	21	497,500	497,500
Profit and loss account	21	(470,376)	(25,472)
		39,624	484,528

Page 12

BAYLEAF HOLDINGS LIMITED

REGISTERED NUMBER: 12579655

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Burdett

Director

Date: 2 October 2026

The notes on pages 18 to 36 form part of these financial statements.

Page 13

BAYLEAF HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£
At 1 January 2024	10,000	-	(1,793,650)	(1,783,650)	(1,783,650)

Profit for the year	-	-	176,792	176,792	176,792
Shares issued during the year	2,500	497,500	-	500,000	500,000

At 1 January 2025	12,500	497,500	(1,616,858)	(1,106,858)	(1,106,858)

Profit for the year	-	-	428,887	428,887	428,887
At 31 December 2025	12,500	497,500	(1,187,971)	(677,971)	(677,971)

The notes on pages 18 to 36 form part of these financial statements.

Page 14

BAYLEAF HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	10,000	-	104	10,104

Loss for the year	-	-	(25,576)	(25,576)
Shares issued during the year	2,500	497,500	-	500,000

At 1 January 2025	12,500	497,500	(25,472)	484,528

Loss for the year	-	-	(444,904)	(444,904)
At 31 December 2025	12,500	497,500	(470,376)	39,624

The notes on pages 18 to 36 form part of these financial statements.

Page 15

BAYLEAF 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	428,887	176,792
Adjustments for:
Amortisation of intangible assets	617,724	482,739
Depreciation of tangible assets	40,378	37,114
Loss on disposal of tangible assets	-	7,238
Interest paid	217,728	297,454
Interest received	(14,035)	(17,136)
Taxation charge	378,927	250,120
Decrease/(increase) in debtors	627,296	(682,518)
Increase in creditors	61,578	251,117
Corporation tax (paid)	(396,473)	(112,164)
Net cash generated from operating activities	1,962,010	690,756

Cash flows from investing activities
Purchase of tangible fixed assets	(12,973)	(14,314)
Purchase of unlisted and other investments	-	(468,725)
Interest received	14,035	17,136
Net cash from investing activities	1,062	(465,903)
Cash flows from financing activities
Issue of ordinary shares	-	500,000
New secured loans	-	225,000
Repayment of loans	(1,105,941)	(245,282)
Interest paid	(217,728)	(220,772)
Net cash used in financing activities	(1,323,669)	258,946
Net increase in cash and cash equivalents	639,403	483,799
Cash and cash equivalents at beginning of year	1,685,602	1,201,803
Cash and cash equivalents at the end of year	2,325,005	1,685,602

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,325,005	1,685,602
	2,325,005	1,685,602

Page 16

BAYLEAF HOLDINGS LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	1,685,602	639,403	2,325,005
Debt due after 1 year	(3,141,855)	623,648	(2,518,207)
Debt due within 1 year	(535,037)	482,292	(52,745)
	(1,991,290)	1,745,343	(245,947)

The notes on pages 18 to 36 form part of these financial statements.

Page 17

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Bayleaf Holdings Limited is a private company, limited by shares, registered in England and Wales (company number 12579655).

The registered office is 101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH.

The financial statements are presented in Sterling, which is the functional currency of all group entities.

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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

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 Statement of Comprehensive Income 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.

2.3

Going concern

In determining the appropriate basis of preparation of the accounts, the directors are required to consider whether the Group has adequate resources to continue in operational existence for the foreseeable future, being at least twelve months from the date of the approval of the accounts.

The Group's business activities, together with factors that are likely to affect its future development, financial performance and financial position, and the main financial risks that impact the Group's performance are set out in the Strategic and Directors Reports.

The directors have prepared forecasts and have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future. For this reason the directors believe the preparation of the accounts on a going concern basis is appropriate.

Page 18

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

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.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

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.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 19

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

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.

2.9

Taxation

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.

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.11

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 Statement of Comprehensive Income 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 20

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

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:

Long-term leasehold property	-	20%
Plant and machinery	-	18-25%
Motor vehicles	-	18-25%
Office equipment	-	25%
Computer equipment	-	25%

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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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.

2.15

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.

2.16

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.

Page 21

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

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.

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.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 22

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Financial instruments (continued)

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.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 23

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


3.	Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Revenue from contracts	18,350,093	16,344,678
	18,350,093	16,344,678

All turnover arose within the United Kingdom.

4.	Other operating income
		2025	2024
		£	£

Termination fees	46,493	83,284
	46,493	83,284

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements	55,000	50,000
Fees payable to the Group's auditors in respect of:
Taxation compliance services	5,000	5,000
All non-audit services not included above	5,000	15,000

Page 24

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	12,659,776	11,478,293
Social security costs	1,292,625	848,744
Cost of defined contribution scheme	166,960	150,078
	14,119,361	12,477,115

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	5	5	5	5
Staff	774	637	-	-

	779	642	5	5

7.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	14,035	17,136
		14,035	17,136

8.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	182,632	245,282
Other loan interest payable	35,038	52,172
Other interest payable	58	-
	217,728	297,454

Page 25

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Exceptional items
		2025	2024
		£	£

Legal fees	-	161,318
Other exceptional items	-	852
	-	162,170

The legal fees classified under exceptional items in 2024 were incurred due to a court case against one of Bayleaf's clients for non-payment and breach of contract during the COVID-19 pandemic.

Corporation tax
Current tax on profits for the year	378,927	249,922
Adjustments in respect of previous periods	-	198
	378,927	250,120

Total current tax	378,927	250,120

Page 26

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Profit on ordinary activities before tax

807,813

426,912

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	201,953	106,728
Effects of:
Non-tax deductible amortisation of goodwill and impairment	154,430	120,685
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	15,692	16,809
Depreciation for year in excess of Capital allowances	6,852	5,700
Adjustments to tax charge in respect of prior periods	-	198
Total tax charge for the year	378,927	250,120

Page 27

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Intangible assets
	Group

	Goodwill	Negative goodwill	Total
	£	£	£

At 1 January 2025	6,066,262	(894,002)	5,172,260
At 31 December 2025	6,066,262	(894,002)	5,172,260

At 1 January 2025	4,406,593	(655,602)	3,750,991
Charge for the year on owned assets	796,524	(178,800)	617,724
At 31 December 2025	5,203,117	(834,402)	4,368,715
Net book value
At 31 December 2025	863,145	(59,600)	803,545
At 31 December 2024	1,659,670	(238,401)	1,421,269

Page 28

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Intangible assets (continued)

	Company

		Goodwill
		£

	At 1 January 2025	658,952
	At 31 December 2025	658,952

	At 1 January 2025	120,808
	Charge for the year	131,790
	At 31 December 2025	252,598
	Net book value
	At 31 December 2025	406,354
	At 31 December 2024	538,145

Page 29

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	91,296	51,809	25,854	24,007	192,966
Additions	-	3,159	-	9,814	12,973
At 31 December 2025	91,296	54,968	25,854	33,821	205,939
Depreciation
At 1 January 2025	28,911	32,906	22,737	6,952	91,506
Charge for the year on owned assets	18,260	11,663	3,117	7,339	40,379
At 31 December 2025	47,171	44,569	25,854	14,291	131,885
Net book value
At 31 December 2025	44,125	10,399	-	19,530	74,054
At 31 December 2024	62,385	18,903	3,117	17,055	101,460

Page 30

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	336,001
	At 31 December 2025	336,001

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Bayleaf Facilities Management Limited	England	Ordinary	100%
	Kleen London Limited	England	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit
	£	£

	Bayleaf Facilities Management Limited	(206,660)	1,312,349
	Kleen London Limited	-	-

Page 31

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£


Amounts owed by group undertakings	-	-	-	677,654
	-	-	-	677,654

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,717,273	2,388,371	-	-
Called up share capital not paid	10,000	10,000	10,000	10,000
Prepayments and accrued income	128,284	84,482	-	-
	1,855,557	2,482,853	10,000	10,000

15.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

Cash at bank and in hand	2,325,005	1,685,602
	2,325,005	1,685,602

Page 32

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	1,985,913	535,037	-	-
Other loans	52,745	-	52,745	-
Trade creditors	139,836	137,510	-	-
Amounts owed to group undertakings	-	-	100	100
Corporation tax	270,657	288,203	-	-
Other taxation and social security	1,226,933	1,163,641	-	-
Other creditors	835,540	852,422	-	-
Accruals and deferred income	692,215	679,374	75,000	75,000
	5,203,839	3,656,187	127,845	75,100

17.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	-	2,059,595	-	-
Other loans	532,293	1,082,260	532,293	1,002,172
Amounts owed to group undertakings	-	-	52,593	-
	532,293	3,141,855	584,886	1,002,172

Please provide details of the terms of payment or repayment and the rates of any interest payable on the amounts repayable more than five years after the balance sheet date.

Page 33

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Bank loans	1,985,913	535,037	-	-
Other loans	52,745	-	52,745	-
	2,038,658	535,037	52,745	-
Amounts falling due 1-2 years
Bank loans	-	535,037	-	-
Other loans	532,293	1,002,172	532,293	1,002,172
	532,293	1,537,209	532,293	1,002,172
Amounts falling due 2-5 years
Bank loans	-	1,524,558	-	-
Other loans	-	80,087	-	-
	-	1,604,645	-	-

	2,570,951	3,676,891	585,038	1,002,172

Bank loans are secured by way of fixed and floating charges on the assets of the Company including those of its subsidiary undertaking.

Page 34

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	2,325,005	1,685,602	-	-
Financial assets measured through amortised cost	1,772,243	2,402,649	10,000	10,000
	4,097,248	4,088,251	10,000	10,000

	Financial liabilities
	Financial liabilities measured at amortised cost	5,728,788	6,740,333	712,731	1,077,272

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.

20.	Share capital
		2025	2024
		£	£

Authorised, allotted and called up

12,500 (2024 - 12,500) Ordinary shares of £1.00 each	12,500	12,500

21.

Reserves

Share premium account

The share premium account comprises all amounts paid for issued shares above their nominal value.

Profit and loss account

The profit and loss reserve comprises the current year's profit and the accumulation of prior period profits and losses. This is a fully distributable reserve.

22.	Pension commitments

The Group operates defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to to £166,960 (2024: £150,078). There were outstanding contributions at year end of £119,404 (2024: £81,202).

Page 35

BAYLEAF HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	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	83,750	34,896
		83,750	34,896

24.	Related party transactions
	As at 31st December 2025, the Group had outstanding loans to TFB Ventures Limited, a related party of £372,529 (2024: £685,697). During the year, interest charged on this loan was £22,529 (2024: £35,697). At 31st December 2025, loan notes of £212,510 (2024: £316,475) were due to a director, this included accrued interest of £12,510 (2024: £16,472).

25.	Controlling party

There is no ultimate controlling party of Bayleaf Holdings Limited.

Page 36