EBSE Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 15048048 (England and Wales)

Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 April 2026

for

EBSE Holdings Limited

Page

Report of the Directors

1

Report of the Independent Auditors

3

Consolidated Income Statement

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Notes to the Consolidated Financial Statements

10

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2026.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of providing mechanical and electrical engineering services to the building industry.

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 May 2025 to the date of this report.

I Walker

N A Munday

J A Newton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Frank W Dobby & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

N A Munday - Director

5 October 2026

Opinion

We have audited the financial statements of EBSE Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2026 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 30 April 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page one, 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 approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows:

-The engagement partner ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognize non-compliance with applicable laws and regulations.

-We identified laws and regulations applicable to the company through discussions with the director, and from our commercial knowledge of the sector. We focused on specific laws and regulations which we consider may have a direct material effect on the financial statements of the the operations of the company, including the Companies Act 2006, and UK tax legislation.

-We assessed compliance with laws and regulations by making enquiries of management and through remaining alert to instances of non-compliance throughout the audit process.

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

-Making enquiries of the director as to where they considered there was susceptibility to fraud, along with their knowledge of actual or suspected fraud.

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

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

-Performed procedures to identify any unusual or unexpected transactions or relationships.

-Tested journal entries to identify unusual transactions, and where unusual transactions were identified, investigated the rationale behind the transaction.

There are inherent limitations in our audit procedures described above, and the primary responsibility for prevention and detection of irregularities including fraud, rests with the director.With any audit there remains a risk of non-detection of irregularities. Material misstatements that arise due to fraud are harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Darren John Metcalfe FCCA (Senior Statutory Auditor)

for and on behalf of Frank W Dobby & Co Limited

Statutory Auditor

55 Fountain Street

Morley

Leeds

West Yorkshire

LS27 0AA

8 October 2026

TURNOVER

17,904,949

13,043,396

Cost of sales

14,765,253

9,964,578

GROSS PROFIT

3,139,696

3,078,818

Administrative expenses

1,587,113

1,808,806

1,552,583

1,270,012

Other operating income

441,353

-

OPERATING PROFIT

4

1,993,936

1,270,012

Interest receivable and similar income

5,042

1,070

1,998,978

1,271,082

Interest payable and similar expenses

98,028

60,349

PROFIT BEFORE TAXATION

1,900,950

1,210,733

Tax on profit

513,688

344,048

PROFIT FOR THE FINANCIAL YEAR

1,387,262

866,685

Profit attributable to:

Owners of the parent

1,387,262

866,685

FIXED ASSETS

Intangible assets

8

1,106,910

1,257,000

Tangible assets

9

82,367

95,233

Investments

10

-

1,189,277

1,352,233

CURRENT ASSETS

Stocks

13,335

15,759

Debtors

11

2,539,565

1,382,905

Cash at bank and in hand

2,646,636

1,145,604

5,199,536

2,544,268

CREDITORS

Amounts falling due within one year

12

2,829,299

1,330,703

NET CURRENT ASSETS

2,370,237

1,213,565

TOTAL ASSETS LESS CURRENT
LIABILITIES

3,559,514

2,565,798

CREDITORS

Amounts falling due after more than one year

13

(1,279,757

)

(1,672,884

)

PROVISIONS FOR LIABILITIES

(14,529

)

(17,198

)

NET ASSETS

2,265,228

875,716

CAPITAL AND RESERVES

Called up share capital

225,023

Share option reserve

4,500

2,250

Retained earnings

2,035,705

648,443

2,265,228

875,716

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 5 October 2026 and were signed on its behalf by:

N A Munday - Director

FIXED ASSETS

Intangible assets

8

-

Tangible assets

9

-

Investments

10

3,632,131

3,629,881

3,632,131

3,629,881

CREDITORS

Amounts falling due within one year

12

26,869

249,017

NET CURRENT LIABILITIES

(26,869

)

(249,017

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

3,605,262

3,380,864

CREDITORS

Amounts falling due after more than one year

13

1,279,757

1,672,884

NET ASSETS

2,325,505

1,707,980

CAPITAL AND RESERVES

Called up share capital

225,023

Share option reserve

4,500

2,250

Retained earnings

2,095,982

1,480,707

2,325,505

1,707,980

Company's profit for the financial year

615,275

1,561,139

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 5 October 2026 and were signed on its behalf by:

N A Munday - Director

1.	STATUTORY INFORMATION

EBSE Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

15048048

Registered office:

Unit E1

Nepshaw Lane South

Gildersome

Leeds

West Yorkshire

LS27 7JQ

The presentation currency of the financial statements is the Pound Sterling (£).

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill on consolidation represents the excess of the cost of acquisition over the fair value of the Group's share of identifiable assets, liabilities and contingent liabilities of a subsidiary at the date of acquisition.

Goodwill is recognised as an assets and carried at cost less accumulated amortisation and accumulated impairment losses.

Goodwill is amortised on a straight line basis over its estimated useful life. The directors have determined that the useful economic life off goodwill is 10 years, which is considered appropriate having regard to the nature of the acquired business, the expected period over which economic benefits are anticipated to arise, and the long term strategic nature of the acquisitions.

Goodwill is reviewed for impairment if events of changes in circumstances indicate that the carrying value may not be recoverable. Where the recoverable amount of goodwill is less than the carrying amount, an impairment loss is recognised immediately in the consolidated statement of comprehensive income.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

10% on cost

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

15% on reducing balance

Stocks

Work in progress is valued at the lower of cost and net realisable value.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

Basic financial instruments:

Trade and other debtors

Short term debtors are measured at transaction price, less any impairment. Loan 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.

Cash at bank

Cash at bank and in hand and deposits held with banks are measured at transaction price.

Trade and other creditors

Short term debtors are measured at transaction price, less any impairment. Loan 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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.

Short term employee benefits

Short term employee benefit costs are recognised in the period in which they accrue.

Equity settles share based payments

The Group has established an Enterprise Management Incentive scheme for the benefit of the Group's employees.The fair value of share options is determined at the date of grant and charged to the profit and loss account over the vesting period. The credit entry is recorded as a share option reserve within equity. The fair value is the directors estimation based upon the Black-Scholes model. The cumulative amount recognized over the vesting period is based on the number of options in the parent undertaking that are expected to eventually vest.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 26 (2025 - 24 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

30.4.26

30.4.25

as restated

£

Depreciation - owned assets

24,081

24,165

Goodwill amortisation

150,090

5.	EXCEPTIONAL ITEMS

30.4.26

30.4.25

as restated

£

Exceptional items

-

(154,294

)

Exceptional costs in 2025 relate to the debiting to profit and loss account of the deemed PAYE cost and associated paid interest in relation to the company's historical use of Employee Benefit Trust arrangements which are now treated as settled by HMRC in a sum equivalent to the payments the company had previously made to H M Revenue & Customs in relation to Accelerated Payment Notices issued.

6.	INDIVIDUAL INCOME STATEMENT

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.

7.	PRIOR YEAR ADJUSTMENT

During the year the directors identified that goodwill arising on consolidation had not been amortised in prior periods in accordance with FRS 102. The comparative figures have therefore been restated to recognize accumulated amortisation of goodwill from the date of acquisition using a useful economic life of 10 years on a straight line basis.

The effect of the adjustment was to reduce opening group reserves by £243,896, reduce profit for the comparative year by £118,485, and reduce goodwill carried in the balance sheet at 30 April 2025 by £243,896.

8.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 May 2025

and 30 April 2026

1,500,896

AMORTISATION

At 1 May 2025

243,896

Charge for year

150,090

At 30 April 2026

393,986

NET BOOK VALUE

At 30 April 2026

1,106,910

At 30 April 2025

1,257,000

9.	TANGIBLE FIXED ASSETS

Group

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

COST

At 1 May 2025

30,457

3,811

65,059

Additions

-

983

Disposals

-

At 30 April 2026

30,457

3,811

66,042

DEPRECIATION

At 1 May 2025

25,363

2,690

53,505

Charge for year

764

168

1,782

Eliminated on disposal

-

At 30 April 2026

26,127

2,858

55,287

NET BOOK VALUE

At 30 April 2026

4,330

953

10,755

At 30 April 2025

5,094

1,121

11,554

Motor

Computer

vehicles

equipment

Totals

£

COST

At 1 May 2025

118,786

62,757

280,870

Additions

15,999

1,543

18,525

Disposals

(12,995

)

-

(12,995

)

At 30 April 2026

121,790

64,300

286,400

DEPRECIATION

At 1 May 2025

58,129

45,950

185,637

Charge for year

17,004

4,363

24,081

Eliminated on disposal

(5,685

)

-

(5,685

)

At 30 April 2026

69,448

50,313

204,033

NET BOOK VALUE

At 30 April 2026

52,342

13,987

82,367

At 30 April 2025

60,657

16,807

95,233

10.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 May 2025

3,629,881

Additions

2,250

At 30 April 2026

3,632,131

NET BOOK VALUE

At 30 April 2026

3,632,131

At 30 April 2025

3,629,881

11.

DEBTORS

Group

30.4.26

30.4.25

as restated

£

Amounts falling due within one year:

Trade debtors

1,030,530

1,193,614

Amounts recoverable on contract

1,273,580

125,637

Other debtors

89,413

13,654

2,393,523

1,332,905

Amounts falling due after more than one year:

Trade debtors

96,042

-

Other debtors

50,000

146,042

50,000

Aggregate amounts

2,539,565

1,382,905

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

30.4.26

30.4.25

30.4.26

30.4.25

as restated

£

Trade creditors

2,321,237

641,094

-

Amounts owed to group undertakings

-

20,999

236,725

Taxation and social security

143,948

427,131

2,529

7,567

Other creditors

364,114

262,478

3,341

4,725

2,829,299

1,330,703

26,869

249,017

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

Company

30.4.26

30.4.25

30.4.26

30.4.25

as restated

£

Other creditors

1,279,757

1,672,884

1,279,757

1,672,884

Amounts falling due in more than five years:

Group

Company

30.4.26

30.4.25

30.4.26

30.4.25

as restated

£

Repayable otherwise than by instalments

Debentures more 5yr non-instal

-

1,083,384

-

1,083,384

Other loans more 5yrs non-inst

-

589,500

-

589,500

-

1,672,884

-

1,672,884

14.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

30.4.26

30.4.25

30.4.26

30.4.25

as restated

£

Investor loan

450,968

589,500

450,968

589,500

Loan notes

704,471

1,083,384

828,789

1,083,384

1,155,439

1,672,884

1,279,757

1,672,884

The investor loan (other loans) and the debentures/loan notes are secured by way of a floating charge over all property and undertaking of the company created on 21 September 2023.The charges were duly registered at Companies House on 22 September 2023.

15.	POST BALANCE SHEET EVENTS

By mutual agreement, the investor loan, which has a repayment date of 21 September 2030 has been partially repaid in the period from the balance sheet date and up to the date of signing of the financial statements. The amount repaid in the subsequent period is £105,977.

By mutual agreement, the loan notes, which similarly have a longstop repayment date of 21 September 2030 have been partially redeemed in the period from the balance sheet date and up to the date of signing of the financial statements. The amount redeemed in the subsequent period is £194,765.

16.	SHARE-BASED PAYMENT TRANSACTIONS

On 24 October 2024 the Group established an Enterprise Management Incentive scheme, and on that date granted 22,500 options in relation to £1 ordinary shares in the parent undertaking of the group. In accordance with the scheme rules options are exercisable at nominal value of £1, subject to vesting conditions being met. The vesting condition is continued employment. The vesting period is not specifically defined as it is contingent upon a sale of shares or other form of Exit as defined in the scheme rules being agreed. The options will lapse 10 years after the grant.