REGISTERED NUMBER: 16012153 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements

for the Period 11 October 2024 to 28 February 2026

for

Tardis Environmental Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

C Boydon

R Boydon

REGISTERED OFFICE:

Site 4

Halesfield 21

Telford

Shropshire

TF7 4PA

REGISTERED NUMBER:

16012153 (England and Wales)

AUDITORS:

Lewis Smith & Co.

Chartered Certified Accountants

Statutory Auditors

The Old Doctor's House

74 Grange Road

Dudley

West Midlands

DY1 2AW

The directors present their strategic report of the company and the group for the period 11 October 2024 to 28 February 2026.

The group has performed reasonably through the year ended 28 February 2026. Sales are £29m this year.

The gross profit achieved by the group has is £19m.

Net profit after tax is £0.6m.

REVIEW OF BUSINESS

We have in this period expanded our depots operationally with additions in areas that we intend to grow.

We have invested in new plant and equipment plus additional investment in vehicles to support our operation

Our product range has been increasing to allow us to offer more on site solutions to customers.

Our aim is to continue to invest and with aggressive sales look to increase our market share moving forward.

PRINCIPAL RISKS AND UNCERTAINTIES

As a group, we intend to limit our risks through better management of the key elements of the business, i.e.

Employment Law, Health and Safety Law and Transport Law, linked to better training of the workforce.

ON BEHALF OF THE BOARD:

R Boydon - Director

9 October 2026

The directors present their report with the financial statements of the company and the group for the period 11 October 2024 to 28 February 2026.

INCORPORATION

The group was incorporated on 11 October 2024 and commenced trading on 1 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of hire of plant and equipment.

DIVIDENDS

The total distribution of dividends for the period ended 28 February 2026 will be £ 4,855,558 .

DIRECTORS

The directors who have held office during the period from 11 October 2024 to the date of this report are as follows:

C Boydon - appointed 11 October 2024

R Boydon - appointed 11 October 2024

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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, Lewis Smith & Co., will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R Boydon - Director

9 October 2026

Opinion

We have audited the financial statements of Tardis Environmental Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 28 February 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 28 February 2026 and of the group's profit for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit.

We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Craig Beale FCCA (Senior Statutory Auditor)

for and on behalf of Lewis Smith & Co.

Chartered Certified Accountants

Statutory Auditors

The Old Doctor's House

74 Grange Road

Dudley

West Midlands

DY1 2AW

9 October 2026

TURNOVER

3

29,023,520

Cost of sales

9,946,043

GROSS PROFIT

19,077,477

Administrative expenses

16,199,505

2,877,972

Other operating income

108,738

OPERATING PROFIT

5

2,986,710

Interest receivable and similar income

36,698

3,023,408

Interest payable and similar expenses

6

19,898

PROFIT BEFORE TAXATION

3,003,510

Tax on profit

7

2,439,477

PROFIT FOR THE FINANCIAL PERIOD

564,033

Profit attributable to:

Owners of the parent

564,033

PROFIT FOR THE PERIOD

564,033

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

564,033

Total comprehensive income attributable to:

Owners of the parent

564,033

FIXED ASSETS

Intangible assets

10

24,505,535

Tangible assets

11

2,975,255

Investments

12

-

27,480,790

CURRENT ASSETS

Stocks

13

110,631

Debtors

14

11,240,174

Cash at bank

2,977,725

14,328,530

CREDITORS

Amounts falling due within one year

15

12,010,466

NET CURRENT ASSETS

2,318,064

TOTAL ASSETS LESS CURRENT LIABILITIES

29,798,854

PROVISIONS FOR LIABILITIES

16

149,426

NET ASSETS

29,649,428

CAPITAL AND RESERVES

Called up share capital

17

33,750,000

Retained earnings

18

(4,100,572

)

SHAREHOLDERS' FUNDS

29,649,428

The financial statements were approved by the Board of Directors and authorised for issue on 9 October 2026 and were signed on its behalf by:

R Boydon - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

2,180,509

Investments

12

33,750,000

35,930,509

CURRENT ASSETS

Debtors

14

3,197,439

Cash at bank

831,784

4,029,223

CREDITORS

Amounts falling due within one year

15

5,404,456

NET CURRENT LIABILITIES

(1,375,233

)

TOTAL ASSETS LESS CURRENT LIABILITIES

34,555,276

PROVISIONS FOR LIABILITIES

16

203,684

NET ASSETS

34,351,592

CAPITAL AND RESERVES

Called up share capital

17

33,750,000

Retained earnings

18

601,592

SHAREHOLDERS' FUNDS

34,351,592

Company's profit for the financial year

5,457,150

The financial statements were approved by the Board of Directors and authorised for issue on 9 October 2026 and were signed on its behalf by:

R Boydon - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

33,750,000

-

33,750,000

Dividends

-

(4,855,558

)

(4,855,558

)

Total comprehensive income

-

754,986

754,986

Balance at 28 February 2026

33,750,000

(4,100,572

)

29,649,428

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Total comprehensive income

-

5,457,150

5,457,150

Dividends

-

(4,855,558

)

(4,855,558

)

Issue of share capital

33,750,000

-

33,750,000

Balance at 28 February 2026

33,750,000

601,592

34,351,592

Cash flows from operating activities

Cash generated from operations

1

3,525,615

Interest paid

(19,898

)

Tax paid

(2,977,103

)

Net cash from operating activities

528,614

Cash flows from investing activities

Purchase of intangible fixed assets

(100

)

Purchase of tangible fixed assets

(3,907,272

)

Purchase of investments

4,343,458

Sale of tangible fixed assets

27,209

Interest received

36,698

Net cash from investing activities

499,993

Cash flows from financing activities

New loans in year

9,790,622

Amount introduced by directors

5,424

Amount withdrawn by directors

(2,991,369

)

Equity dividends paid

(4,855,559

)

Net cash from financing activities

1,949,118

Increase in cash and cash equivalents

2,977,725

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

2,977,725

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

£

Profit before taxation

3,003,510

Depreciation charges

5,437,985

Loss on disposal of fixed assets

34,311

Finance costs

19,898

Finance income

(36,698

)

8,459,006

Increase in stocks

(110,631

)

Increase in trade and other debtors

(7,042,704

)

Increase in trade and other creditors

2,219,944

Cash generated from operations

3,525,615

2.	CASH AND CASH EQUIVALENTS

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

Period ended 28 February 2026

28.2.26

11.10.24

£

£

Cash and cash equivalents

2,977,725

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 11.10.24

Cash flow

At 28.2.26

£

£

£

Net cash

Cash at bank

-

2,977,725

2,977,725

-

2,977,725

2,977,725

Total

-

2,977,725

2,977,725

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements have been prepared on a going concern basis.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

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

Rendering of services

When the outcome of a transaction can be estimated reliably, turnover from provision of management services is recognised by reference to the stage of completion at the balance sheet date. Where the outcome cannot bemeasured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

When the outcome of a transaction can be estimated reliably, turnover from the hire of equipment is recognised when the assets is hired in advance for the minimum hire period. Turnover from tank empties and all other services are recognised by reference to the stage of completion at the balance sheet date.

Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

Interest

Interest income is recognised using the effective interest method.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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

-

25% on reducing balance

Plant and machinery

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period 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 period 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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Stocks

Stocks are consumable items held over at the end of the year and not goods for resale. Fuel stock is valued at the average cost per litre for the final month of the year multiplied by the litres held at the year end date. Other consumable stock is valued at its purchase price. The total value of stock not considered significant and not to be material in terms of the accounts.

Interest received

Interest income is recognised using the effective interest method.

Significant judgements and estimates

The company does not have any significant judgements or estimates in their accounts.

Financial instruments

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the profit and loss account in other

administrative expenses.

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortized cost using the effective interest rate method, less impairment.

If an arrangement constitutes a finance transaction it is measured at present value.

The company does not have any other basic financial instruments.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£

United Kingdom

29,023,520

29,023,520

4.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

6,543,473

Social security costs

741,702

Other pension costs

125,449

7,410,624

The average number of employees during the period was as follows:

Direct

140

Admin

44

184

The average number of employees by undertakings that were proportionately consolidated during the period was 184 .

£

Directors' remuneration

7,278

5.	OPERATING PROFIT

The operating profit is stated after charging:

£

Hire of plant and machinery

363,376

Other operating leases

775,961

Depreciation - owned assets

582,109

Loss on disposal of fixed assets

34,311

Goodwill amortisation

4,901,107

Auditors' remuneration

17,840

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

CT Interest

19,898

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

£

Current tax:

UK corporation tax

2,290,051

Deferred tax

149,426

Tax on profit

2,439,477

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£

Profit before tax

3,003,510

Profit multiplied by the standard rate of corporation tax in the UK of 25 %

750,878

Effects of:

Expenses not deductible for tax purposes

12,959

Capital allowances in excess of depreciation

(186,245

)

Deferred Tax Movement

149,427

Remove Pre Acquisition Profits Current Year

451,030

Amortisation of Goodwill of acquisition

1,225,274

Unused tax losses

36,154

Total tax charge

2,439,477

8.	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.

9.

DIVIDENDS

The total distribution of dividends for the period ended 28 February 2026 will be £4,855,558.

10.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

Additions

29,406,642

At 28 February 2026

29,406,642

AMORTISATION

Amortisation for period

4,901,107

At 28 February 2026

4,901,107

NET BOOK VALUE

At 28 February 2026

24,505,535