The directors present the strategic report for the year ended 31 March 2026.

Overall for the year customer demand for Kendra Energy Solutions Limited's products and services continued to grow to a new high across the business. Cost prices remained relatively stable during the year and margins overall were consistent with the prior year.

Kendra Energy Solutions Limited's net worth improved, and the business remains to hold strong cash reserves.

Order books at year end were strong and provide the opportunity for further incremental growth going forward in to 26/27.

Kendra Energy Solutions Holdings Limited Group of Companies administrative expenses includes £3.5m (2025: £2.7m) goodwill amortisation associated to the acquisition of Kendra Energy Solutions Limited. Notwithstanding this, the group made an operating profit for the year.

Future developments

Kendra Energy Solutions Limited look forward to a further period of growth through increased customer demand and increasing market share in all territories in the UK via its regional office structure. In addition, the company continues to develop new energy related service offerings to its existing and new clients to increase its product and service range.

During the year the group continued to trade under the ownership of an Employee Ownership Trust. The business maintains a high level of employee engagement that we believe is beneficial to all stakeholders of the business.

The board are responsible for assessing and monitoring business risk and this is achieved through regular business reviews with the senior management team. The principal risks and uncertainties going forward are:

Operational risk

Supply chains, although at year end where relatively stable, continue to be at risk through further global economic and political uncertainties with delays in delivery of products and inflationary cost increases possible that may affect performance under fixed price and fixed timeline contracts. This is being mitigated by obtaining fixed prices and performance guarantees from the company’s supply chain where possible.

Recruiting and retaining skilled staff

As Kendra Energy Solutions Limited continues to experience a sustained period of further growth the recruitment and retention of skilled staff will be vital to its continued success. This risk is mitigated by Kendra Energy Solutions Limited's training policies with a number of apprentices enrolled in the industry apprentice scheme, as well as its own fast track training program for training and developing new employees from related industries. Staff turnover remains at a low level.

Financial and cash-flow risk

Potential bad debts of Kendra Energy Solutions Limited's customers remain a key financial risk. This is mitigated by a spread of clients in terms of size and industry segment as well as a robust credit control policy. Credit checks are undertaken for all new clients and where not satisfactory then prepayment is required. Where Kendra Energy Solutions Limited does offer credit terms, payments are closely monitored. Kendra Energy Solutions Limited's cash position at year end is strong so provides the ability to deal with unexpected payment delays if they do occur.

Kendra Energy Solutions Holdings Limited is a holding company. The results of the trading subsidiary, Kendra Energy Solutions Limited, provide the key performance indicators for the group.

Kendra Energy Solutions Limited continues to undertake research and development activities in the building energy management systems and services field by developing new and novel systems and service offerings as obsolete systems are replaced with new technology and buildings become smarter.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2026.

Kendra Energy Solutions Holdings Limited owns 100% of the issued ordinary share capital of Kendra Energy Solutions Limited.

Kendra Energy Solutions Limited's principal activity is the installation, service and maintenance of Building Energy Management Systems (BEMS) and related energy management services.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

WP Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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 United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

We have audited the financial statements of Kendra Energy Solutions Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 March 2026 and of the group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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 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 non-compliance with laws and regulations, was as follows:

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

• we identified the laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience;

• we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery and employment legislation;

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

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

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

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

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

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

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

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

• agreeing financial statements disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance; and

• enquiring of management as to actual and potential litigation and claims.

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

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £595,694 (2025 - £1,814,681 profit).

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

Kendra Energy Solutions Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Kendra Energy Solutions Holdings Limited and all of its subsidiaries.

The reporting period is the second since incorporation, representing a period of 12 months from 1 April 2025 to 31 March 2026. The comparative period is under 12 months from 15 May 2024 to 31 March 2025.

100% of the issued ordinary share capital of Kendra Energy Solutions Limited was acquired by Kendra Energy Solutions Holdings Limited on 25 June 2024. The results of Kendra Energy Solutions Limited have been included within the group financial statements from that date.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the consideration at acquisition date.

The consolidated group financial statements consist of the financial statements of the parent company Kendra Energy Solutions Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2026.

All intra-group transactions, balances and transactions between group companies are eliminated on consolidation.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are measured at cost.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs.

Other financial assets are measured at transaction price including transaction costs.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are recognised at transaction price including transaction costs

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of the relevant lease.

Related party transactions

The company has taken advantage of the exemption available under FRS 102.33.1A and has not disclosed transactions with wholly owned subsidiaries within the group as the consolidated financial statements of the parent undertaking, Kendra Energy Solutions Holdings Limited, are publicly available from Companies House.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 March 2026 are as follows:

The long-term loans are secured by fixed charges over all the undertakings of the company.

The capital of the loan is schedules to be repaid in 90 equal monthly instalments commencing in April 2025.

The group entered into a credit facility arrangement with Shawbrook Bank Limited on 30 August 2024. The facility is secured by a fixed and floating charge over all the property and undertaking of the group. The loan is repayable in full in 2033.

The following are the major deferred tax liabilities and assets recognised by the group and company:

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

The deferred tax liability set out above relates to accelerated capital allowances.

Kendra Energy Solutions Limited reflected a deferred tax liability of £54,000 relating to accelerated capital allowances at the date acquisition by Kendra Energy Solutions Holdings Limited.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the balance sheet date, £101,431 (2025 - £60,133) was outstanding in respect of contributions to the group’s defined contribution pension scheme. This amount was paid subsequent to the year end.

During the prior year 11,218 Ordinary shares of £0.01 each were issued by Kendra Energy Solutions Holdings Limited. No new shares were issued in the current year.

The Kendra Energy Solutions Limited "A" Ordinary and "B" Ordinary shares are entitled to one vote in any circumstances, are entitled pari passu to dividend payments, or any other distribution, and are entitled pari passu to participate in a distribution arising from a winding up of the company.

The Kendra Energy Solutions Limited "C" Ordinary shares do not carry a right to attend and vote at meetings but shall be entitled pari passu to dividend payments, or any other distribution, and are entitled to participate in a distribution arising from a winding up of the company, They hold no right to be informed of meetings.

A fixed and floating charge is in place via a debenture held by Kendra Energy Solutions Limited's bankers.

A fixed and floating charge is in place via a debenture held by Kendra Energy Solutions Holdings Limited's bankers.

The group is committed to property leases from which it undertakes its business and vehicle leases for employee use.

Included in debtors is £25,538 (2025 - £20,911) held as property rent deposits.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 11 May 2026 Kendra Energy Solutions Limited entered into a agreement to purchase the assets and trade and assumed all liabilities of a Building Energy Management Systems Engineering and Remote Optimisation business for a consideration of £1; and an estimate of the future financial effect has not been made.

Included in other creditors is the balance of £243 (2025 - £243) on the current accounts of company directors. There are no formal repayment terms.

In the prior year interest was charged at 2.25% on amounts due to the group from company directors totalling £7,846 for the period. No such amounts due to the group from company directors in the current year.

From 26 June 2024 Kendra Energy Solutions Holdings Limited was owned by Kendra Energy Solutions Employee Ownership Trust with the shares of Kendra Energy Solutions Holdings Limited being held in Kendra EOT Trustee Limited as trustee.

Kendra EOT Trustee Limited is controlled by the company directors Sean Egan, Gary Ford, Christopher Mills and Steven Turner.