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Registered number: 15984610
Holmbury Holdings Ltd
Annual report and financial statements
For the year ended 28 February 2026
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Holmbury Holdings Ltd
Company Information
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Holmbury Holdings Ltd
Contents
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Independent auditors' report
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Consolidated statement of comprehensive income
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Consolidated balance sheet
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Notes to the financial statements
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Holmbury Holdings Ltd
Group strategic report
For the year ended 28 February 2026
The directors present their strategic report of the company and the group for the period ended 28th February 2026.
The principal activity of the group remains the design and distribution of hydraulic components.
Holmbury group operates internationally, Holmbury Inc has extensive sales within the USA and a high proportion of Holmbury Ltd's sales are to customers outside of the UK.
Principal risks and uncertainties
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The directors constantly review the market and the business to ensure that trading risk is minimised.
The group has some exposure to foreign exchange risk, which it manages through various means in the international currency markets. As well as these measures, Holmbury Inc's sales are predominantly invoiced in US Dollars. This in turn provides a natural hedge against any group purchases invoiced in US Dollars.
The group holds significant cash balances, a high proportion of which are invested through a variety of short-term investments.
Holmbury Ltd has taken a lot of steps to mitigate the effects of Brexit. These include establishing a warehouse facility in The Netherlands, these measure has allowed Holmbury Ltd to continue its strong European sales and enjoy an excellent reputation for performance with its European customers.
Performance during the year and post year end
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The group enjoyed an excellent year with significantly improved profitability. Whilst the USA company, Holmbury Inc, faced considerable uncertainties from the imposition of import tariffs, it was able to cope with these very well indeed with no impact on its profitability.
Financial key performance indicators
The key financial indicators contained within these accounts are:
Group turnover for the year was £14,936,459 (2025 : £14,926,771), an increase of 0.1%
Group profit after tax for the year was £945,576 (2025 : £310,927), an increase of 204.1%
Group net assets at year end was £7,638,963 (2025 : £7,352,410), an increase of 3.9%
Other key performance indicators
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The group values its employees very highly and makes all reasonable efforts to ensure their well-being and career progression.
Understanding the needs of our customers is the utmost importance to the group. The group does so through various channels, not only through its sales force but also constant development of its websites and various advertising channels.
The group is well aware of environmental and social issues and continues to make every effort to manage these.
Page 1
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Holmbury Holdings Ltd
Group strategic report (continued)
For the year ended 28 February 2026
This report was approved by the board and signed on its behalf.
Page 2
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Holmbury Holdings Ltd
Directors' report
For the year ended 28 February 2026
The directors present their report and the financial statements for the year ended 28 February 2026.
Directors' responsibilities statement
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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 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 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 principal activity of the group in the period under review was that of the design and distribution of hydraulic components.
The profit for the year, after taxation and minority interests, amounted to £834,261 (2025 - £296,778).
The group paid dividends of £430,899 to the owners of the parent company during the period (2025: £380,899).
In addition, the group paid gross dividends of £57,734 to Matt Mulder during the period (2025: £61,400), due to his minority shareholding in Holmbury US Holdings Limited.
The directors who served during the year were:
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Holmbury Holdings Ltd
Directors' report (continued)
For the year ended 28 February 2026
Disclosure of information to auditors
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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.
Under section 487(2) of the Companies Act 2006, Kreston Reeves Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
Page 4
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Holmbury Holdings Ltd
Independent auditors' report to the members of Holmbury Holdings Ltd
We have audited the financial statements of Holmbury Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 28 February 2026, 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 28 February 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.
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
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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.
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Holmbury Holdings Ltd
Independent auditors' report to the members of Holmbury Holdings Ltd (continued)
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
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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
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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.
Responsibilities of directors
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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.
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Holmbury Holdings Ltd
Independent auditors' report to the members of Holmbury Holdings Ltd (continued)
Auditors' responsibilities for the audit of the financial statements
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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:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety and employment law. We considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure. Audit procedures performed by the engagement team included:
∙ Discussions with management and assessment of known or suspected instances of non-compliance with
laws and regulations (including health and safety) and fraud; and
∙Identifying fraud risk factors; and
∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
∙Identifying and testing journal entries, in particular any manual entries made at the year-end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
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Holmbury Holdings Ltd
Independent auditors' report to the members of Holmbury Holdings Ltd (continued)
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 of 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 Auditors' 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 Auditors' 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 Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group 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.
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.
Tracey Becker FCCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
Canterbury
16 October 2026
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Holmbury Holdings Ltd
Consolidated statement of comprehensive income
For the year ended 28 February 2026
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income
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Currency translation differences
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Other comprehensive income for the year
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Profit for the year attributable to:
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Non-controlling interests
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Owners of the parent Company
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Total comprehensive income for the year attributable to:
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Owners of the parent Company
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The notes on pages 15 to 31 form part of these financial statements.
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Page 9
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Holmbury Holdings Ltd
Registered number: 15984610
Consolidated balance sheet
As at 28 February 2026
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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Non-controlling interests
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 31 form part of these financial statements.
Page 10
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Holmbury Holdings Ltd
Registered number: 15984610
Company balance sheet
As at 28 February 2026
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Debtors: amounts falling due within one year
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 31 form part of these financial statements.
Page 11
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Holmbury Holdings Ltd
Consolidated statement of changes in equity
For the year ended 28 February 2026
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Equity attributable to owners of Parent Company
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Non-controlling interests
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Prior year adjustment - correction of error
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Currency translation differences
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The notes on pages 15 to 31 form part of these financial statements.
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Page 12
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Holmbury Holdings Ltd
Company statement of changes in equity
For the year ended 28 February 2026
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Shares issued during the year
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The notes on pages 15 to 31 form part of these financial statements.
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Page 13
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Holmbury Holdings Ltd
Consolidated statement of cash flows
For the year ended 28 February 2026
Cash flows from operating activities
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Profit for the financial year
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Depreciation of tangible assets
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Gain on disposal of tangible assets
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Decrease/(increase) in stocks
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Foreign exchange movement
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of/new finance leases
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Dividends paid to non-controlling interests
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Page 14
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
Holmbury 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 company information page.
2.Accounting policies
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Basis of preparation of financial statements
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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 group's functional and presentational currency is Pounds Sterling.
The financial statements are rounded to the nearest Pound.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
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.
The following principal accounting policies have been applied:
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.
In the opinion of the directors, the creation of the group was a group reconstruction rather than an acquisition, since the shareholders of the company are the same as the former shareholders and the rights of each shareholder are unchanged and no minority interest in the net assets of the group has arisen. In addition, the purpose of the transaction was not to move the net asset value out of the group and return it to the shareholders, but rather to reorganise the assets and liabilities within the former group. Therefore, the directors consider that to record the transaction as an acquisition by the company, attributing fair values to the net assets and liabilities of the group and reflecting only the post transaction results within these financial statements would fail to give a true and fair view of the group's results and financial position.
Accordingly, having regard to the overriding requirement under section 404(5) of the Companies Act 2006 for the financial statements to give a true and fair view of the group's results and financial position, the directors have adopted Section 19 of FRS 102 and the merger accounting principles drawing up these financial statements. The main consequence of adopting merger rather than acquisition accounting is that the balance sheet of the merged group includes the assets and liabilities of each of the group's subsidiaries at their carrying values prior to the merger, subject to any adjustments to achieve uniformity of accounting policies, rather than at their fair values at the date of the merger.
The difference, if any, between the nominal value of the shares issued plus the fair value of any other consideration given and the nominal value of the shares received in exchange, is shown as a movement on the merger reserve in the consolidated financial statements.
Page 15
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
2.Accounting policies (continued)
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.
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.
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, on a reducing balance basis.
Depreciation is provided on the following basis:
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Straight line over 75 years. Land nil.
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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.
Page 16
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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Cash and cash equivalents
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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.
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.
Page 17
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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.
Page 18
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
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.
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.
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Page 19
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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.
Interest income is recognised in profit or loss using the effective interest method.
Page 20
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. 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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 21
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and
assumptions that can affect the amounts reported for assets and liabilities, and the results for the year.
The nature of estimation is such though that actual outcomes could differ significantly from those
estimates.
The following are the group's key sources of estimation uncertainty:
Tangible fixed assets
The group has recognised tangible fixed assets with a carrying value of £1,280,586 at the reporting date (see note 13). These assets are stated at their cost less provision for depreciation and impairment. The group’s accounting policy sets out the approach to calculating depreciation for immaterial assets acquired. For material assets such as land and buildings the group determines at acquisition reliable estimates for the useful life of the asset, its residual value and decommissioning costs. These estimates are based upon such factors as the expected use of the acquired asset and market conditions. At subsequent reporting dates the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the estimates used.
Where there are indicators that the carrying value of tangible assets may be impaired the group undertakes tests to determine the recoverable amount of assets. These tests require estimates of the fair value of assets less cost to sell and of their value in use. Wherever possible the estimate of the fair value of assets is based upon observable market prices less incremental cost for disposing of the asset. The value in use calculation is based upon a discounted cash flow model, based upon the group’s forecasts for the foreseeable future which do not include any restructuring activities that the group is not yet committed to or significant future investments that will enhance the asset’s performance. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as expected future cash flows and the growth rate used for extrapolation purposes.
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The turnover and profit before taxation are attributable to the one principal activity of the group.
All turnover relates to the sale of goods, including freight charges.
The directors have chosen not to disclose the group's turnover by geographical markets as it considers such information to be commercially sensitive and could be seriously prejudicial to the interest of the group.
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An analysis of turnover by class of business is as follows:
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Page 22
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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The operating profit is stated after charging:
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Other operating lease rentals
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors, who did not receive any remuneration (2025 - £NIL)
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Page 23
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Directors' emoluments (including benefits)
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 directors (2025 - 1) in respect of defined contribution pension schemes.
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The highest paid director received total remuneration of £189,775 (2025 - £227,172).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £37,583 (2025 - £15,440).
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The total accrued pension provision of the highest paid director at 28 February 2026 amounted to £NIL (2025 - £NIL).
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Other interest receivable
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Interest payable and similar expenses
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Finance leases and hire purchase contracts
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Page 24
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Current tax on profits for the year
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Origination and reversal of timing differences
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
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Origination and reversal of timing differences
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 25
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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The group also paid gross dividends of £57,734 to Matt Mulder during the year (2025: £61,400), due to his minority shareholding in Holmbury US Holdings Limited.
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Foreign exchange movement
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Foreign exchange movement
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These figures relate to the fully amortised goodwill figure of $326,765 in Holmbury Inc’s accounts translated at the year-end exchange rate.
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Page 26
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Charge for the year on owned assets
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Page 27
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Investments in subsidiary companies
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the Company:
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Premier House, 1 Vale Rise, Tonbridge, Kent, TN9, 1TB
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Premier House, 1 Vale Rise, Tonbridge, Kent, TN9, 1TB
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The aggregate of the share capital and reserves as at 28 February 2026 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Indirect subsidiary undertaking
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The following was an indirect subsidiary undertaking of the Company:
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Curtis Centre, 33801 Curtis Blvd., Suite 104, Eastlake, Ohio, 44095, United States of America
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Page 28
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
Indirect subsidiary undertaking (continued)
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The aggregate of the share capital and reserves as at 28 February 2026 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
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Aggregate of share capital and reserves
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*The company is a 100% owned subsidiary of Holmbury US Holdings Ltd.
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Stock and goods in transit
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Amounts owed by group undertakings
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Prepayments and accrued income
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Corporation tax repayable
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Cash and cash equivalents
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Page 29
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Accelerated capital allowances
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Allotted, called up and fully paid
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200 (2025 - 200) Ordinary shares of £1.00 each
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Page 30
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Holmbury Holdings Ltd
Notes to the financial statements
For the year ended 28 February 2026
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Commitments under operating leases
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At 28 February 2026 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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Key management personnel include the Directors and Matt Mulder, the President and CEO of Holmbury Inc. Total key management personnel compensation was £852,362 (2025: £903,922).
Due to Holmbury US Holdings Limited not being a 100% owned subsidiary of Holmbury Holdings Ltd all of the intercompany transactions are to be disclosed as follows:
During the year Holmbury Limited made sales of £2,206 to Holmbury Inc (2025: £4,221). Holmbury Limited received management charges of £147,650 from Holmbury Inc (2025: £152,333). Holmbury Inc made sales of £Nil to Holmbury Limited (2025: £3,430). Holmbury Inc paid a dividend to Holmbury US Holdings Limited of £235,075, who in turn paid a dividend of £177,341 to Holmbury Holdings Limited (2025: £188,600) and £57,734 to Matt Mulder (2025: £61,400) due to his minority shareholding in Holmbury US Holdings Limited.
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The company is not controlled by any single party.
Page 31
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