REGISTERED NUMBER: 15502962 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

For The Year Ended 30 June 2026

for

Whitchurch Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

C Bowerman

A J Faulkner

Miss T L James

B Bartlett

SECRETARY:

Miss T L James

REGISTERED OFFICE:

The Factory

Whitchurch

Ross On Wye

Herefordshire

HR9 6DF

REGISTERED NUMBER:

15502962 (England and Wales)

AUDITORS:

Kingscott Dix Limited

Chartered Accountants

and Statutory Auditor

Goodridge Court

Goodridge Avenue

Gloucester

Gloucestershire

GL2 5EN

The directors present their strategic report of the company and the group for the year ended 30 June 2026.

In the opinion of the directors, the general performance and development of the company and group during the year ended 30 June 2026 and its financial position as at that date were satisfactory.

The directors look forward to ensuring the continued stability of the company and group by developing and reinforcing its position in its chosen business sector.

There have been no important events affecting the company or group since the balance sheet date.

REVIEW OF BUSINESS

The principle activities of the group in the year under review was that of structural engineering.

The key financial highlights were as follows:-

2026

2025

Turnover

£24.2m

£19.0m

Gross profit margin

23.0%

28.7%

Profit before tax (excluding exceptional items)

£1.7m

£2.1m

PRINCIPAL RISKS AND UNCERTAINTIES

Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances, the liquidity risk is managed by maintaining sufficient funds to forecasted requirements.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet liabilities when falling due.

The group's markets are essentially those of the fabrication and construction of commercial buildings.

These markets continue to be subject to rigorous competition from other operators based both within the United Kingdom and elsewhere.

The group's aim is to compete in its chosen markets through the provision of quality services to its customers.

ON BEHALF OF THE BOARD:

A J Faulkner - Director

13 October 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2025 to the date of this report.

C Bowerman

A J Faulkner

Miss T L James

B Bartlett

DISCLOSURE IN THE STRATEGIC REPORT

Information regarding review of the business, key financial highlights and principal risks and uncertainties is shown within the strategic report.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Kingscott Dix Limited, will be proposed for re-appointment.

ON BEHALF OF THE BOARD:

A J Faulkner - Director

13 October 2026

Opinion

We have audited the financial statements of Whitchurch Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 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 30 June 2026 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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:

In assigning the audit engagement team we ensured that collectively they had the appropriate competence and capabilities to identify non-compliance with laws and regulations, highlight areas of the financial statements particularly susceptible to fraud and conduct appropriate additional enquiries where suspicions or weaknesses became evident.

At the planning stage, we assessed the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. This involved preliminary planning discussions with management to obtain their assessment of fraud risk, to identify any incidences of fraud during the year and understand the measures and controls they had taken to combat the possibility of fraud.

Our transaction testing and assessment of controls during the audit provided further evidence as to the validity of this initial assessment with regard to material misstatement and fraud.

We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the Directors, and inspection of the Group's regulatory and legal correspondence. The team were briefed with regard to laws and regulations and remained alert to any indication of non-compliance throughout the audit.

The group is subject to laws and regulations that directly affect the financial statements including legislation covering financial reporting including related companies, distributable profits and taxation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In assessing this compliance, we evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates in the measurement and presentation of profit within the financial statements.

The group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety including COSHH, sales of goods legislation, customs & excise legislation, employment laws, GDPR and environmental laws and regulations recognising the nature of the company's activities. Audit procedures designed to identify non-compliance with these laws and regulations included enquiry of the Directors and other management and inspection of regulatory and legal correspondence. None of the procedures applied identified actual or suspected non-compliance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. Where an irregularity is non-financial or has not reached a stage where its impact is financial, it is less likely to be identified by auditing procedures. In addition, to the extent that an irregularity involves collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls, there remains a high risk of non-detection. We are not responsible for detecting all instances of non-compliance with laws and regulations and cannot be expected to do so.

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.

Emma Steward (Senior Statutory Auditor)

for and on behalf of Kingscott Dix Limited

Chartered Accountants

and Statutory Auditor

Goodridge Court

Goodridge Avenue

Gloucester

Gloucestershire

GL2 5EN

20 October 2026

TURNOVER

3

24,267,176

19,035,834

Cost of sales

18,697,507

13,567,277

GROSS PROFIT

5,569,669

5,468,557

Distribution costs

258,992

222,252

Administrative expenses

3,573,538

3,225,084

3,832,530

3,447,336

1,737,139

2,021,221

Other operating income

49,557

46,965

OPERATING PROFIT

5

1,786,696

2,068,186

Negative goodwill

6

-

1,331,279

1,786,696

3,399,465

Interest receivable and similar income

7

18,151

70,479

1,804,847

3,469,944

Interest payable and similar expenses

8

117,736

-

PROFIT BEFORE TAXATION

1,687,111

3,469,944

Tax on profit

9

388,892

541,967

PROFIT FOR THE FINANCIAL YEAR

1,298,219

2,927,977

Profit attributable to:

Owners of the parent

945,180

2,526,911

Non-controlling interests

353,039

401,066

1,298,219

2,927,977

PROFIT FOR THE YEAR

1,298,219

2,927,977

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,298,219

2,927,977

Total comprehensive income attributable to:

Owners of the parent

945,180

2,526,911

Non-controlling interests

353,039

401,066

1,298,219

2,927,977

FIXED ASSETS

Tangible assets

11

3,466,835

3,492,580

Investments

12

-

-

Investment property

13

229,282

229,282

3,696,117

3,721,862

CURRENT ASSETS

Stocks

14

568,046

505,334

Debtors

15

5,391,397

3,926,497

Cash at bank and in hand

1,703,819

3,245,167

7,663,262

7,676,998

CREDITORS

Amounts falling due within one year

16

3,799,339

4,605,325

NET CURRENT ASSETS

3,863,923

3,071,673

TOTAL ASSETS LESS CURRENT LIABILITIES

7,560,040

6,793,535

CREDITORS

Amounts falling due after more than one year

17

(675,224

)

(1,033,184

)

PROVISIONS FOR LIABILITIES

19

(1,905,322

)

(1,714,076

)

NET ASSETS

4,979,494

4,046,275

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Retained earnings

21

3,472,091

2,526,911

SHAREHOLDERS' FUNDS

3,473,091

2,527,911

NON-CONTROLLING INTERESTS

22

1,506,403

1,518,364

TOTAL EQUITY

4,979,494

4,046,275

The financial statements were approved by the Board of Directors and authorised for issue on 13 October 2026 and were signed on its behalf by:

A J Faulkner - Director

FIXED ASSETS

Tangible assets

11

-

-

Investments

12

6,000,000

6,000,000

Investment property

13

-

-

6,000,000

6,000,000

CURRENT ASSETS

Debtors

15

1,185

-

Cash at bank

14,095

27,178

15,280

27,178

CREDITORS

Amounts falling due within one year

16

565,802

1,200,801

NET CURRENT LIABILITIES

(550,522

)

(1,173,623

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,449,478

4,826,377

CREDITORS

Amounts falling due after more than one year

17

675,224

1,033,184

NET ASSETS

4,774,254

3,793,193

CAPITAL AND RESERVES

Called up share capital

20

1,000

1,000

Retained earnings

21

4,773,254

3,792,193

SHAREHOLDERS' FUNDS

4,774,254

3,793,193

Company's profit for the financial year

981,061

3,792,193

The financial statements were approved by the Board of Directors and authorised for issue on 13 October 2026 and were signed on its behalf by:

A J Faulkner - Director

Miss T L James - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

-

1,000

Dividends

-

-

-

(2,022,149

)

(2,022,149

)

Total comprehensive income

-

2,526,911

2,526,911

401,066

2,927,977

1,000

2,526,911

2,527,911

(1,621,083

)

906,828

Acquisition of non-controlling interest

-

-

-

3,139,447

3,139,447

Balance at 30 June 2025

1,000

2,526,911

2,527,911

1,518,364

4,046,275

Changes in equity

Dividends

-

-

-

(365,000

)

(365,000

)

Total comprehensive income

-

945,180

945,180

353,039

1,298,219

Balance at 30 June 2026

1,000

3,472,091

3,473,091

1,506,403

4,979,494

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Total comprehensive income

-

3,792,193

3,792,193

Balance at 30 June 2025

1,000

3,792,193

3,793,193

Changes in equity

Total comprehensive income

-

981,061

981,061

Balance at 30 June 2026

1,000

4,773,254

4,774,254

Cash flows from operating activities

Cash generated from operations

1

687,140

3,369,109

Tax paid

(431,526

)

(978,158

)

Net cash from operating activities

255,614

2,390,951

Cash flows from investing activities

Purchase of tangible fixed assets

(410,076

)

(459,557

)

Sale of tangible fixed assets

59,963

55,900

Sale of fixed asset investments

-

(5,658

)

Sale of investment property

-

229,281

Acquisition of subsidiary, net of cash

-

4,034,920

Interest received

18,151

70,479

Net cash from investing activities

(331,962

)

3,925,365

Cash flows from financing activities

Other repayments

(1,100,000

)

(1,300,000

)

Amount introduced by directors

-

137,500

Share issue

-

1,000

Amount introduced by shareholders

-

112,500

Dividends paid to NCI

(365,000

)

(2,022,149

)

Net cash from financing activities

(1,465,000

)

(3,071,149

)

(Decrease)/increase in cash and cash equivalents

(1,541,348

)

3,245,167

Cash and cash equivalents at beginning of year

2

3,245,167

-

Cash and cash equivalents at end of year

2

1,703,819

3,245,167

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

Period

19.2.24

Year Ended

to

30.6.26

30.6.25

£

£

Profit before taxation

1,687,111

3,469,944

Depreciation charges

391,149

388,160

Profit on disposal of fixed assets

(15,547

)

(20,431

)

Movement in other provisions

204,206

80,085

Negative goodwill on acquisition

-

(1,331,279

)

Asset adjustment

254

-

Finance costs

117,736

-

Finance income

(18,151

)

(70,479

)

2,366,758

2,516,000

Increase in stocks

(62,712

)

(49,752

)

(Increase)/decrease in trade and other debtors

(1,464,900

)

806,652

(Decrease)/increase in trade and other creditors

(152,006

)

96,209

Cash generated from operations

687,140

3,369,109

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:

Year ended 30 June 2026

30.6.26

1.7.25

£

£

Cash and cash equivalents

1,703,819

3,245,167

Period ended 30 June 2025

30.6.25

19.2.24

£

£

Cash and cash equivalents

3,245,167

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.25

Cash flow

At 30.6.26

£

£

£

Net cash

Cash at bank and in hand

3,245,167

(1,541,348

)

1,703,819

3,245,167

(1,541,348

)

1,703,819

Total

3,245,167

(1,541,348

)

1,703,819

1.	STATUTORY INFORMATION

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

Basis of consolidation

The group financial statements have been prepared by consolidating the financial statements of the holding company and its subsidiary undertakings as at 30 June 2026.

In the group financial statements, the cost of a business combination is at fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. Where the fair value of the identifiable nets assets acquired exceeds the cost of acquisition, the excess (negative goodwill) is recognised immediately in profit or loss on the acquisition date in accordance with FRS 102 Section 19.24. See note 7.

The cost of the combination includes deferred consideration and is adjusted for net present value.

Significant judgements and estimates

In the application of the company’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.

Turnover

Turnover represents amounts receivable for goods and services provided in the normal course of business, net of trade discounts, value added tax and other sales related taxes.

Turnover and attributable profit is recognised on all contracts which are incomplete at the year end according to the stage of completion, where the eventual outcome of those contracts can be reliably foreseen. Attributable turnover on such contracts not yet invoiced at the year end is recognised in debtors.

Where the outcome of a contract in progress at the year end cannot be reliably foreseen, the net costs of the contract are included within Work in Progress after deducting payments received on account.

Where a long term contract is considered to be loss making, the whole of the foreseeable loss is recognised immediately.

Revenue from Sale of Electricity

Revenue from the sale of electricity generated by the solar farm is recognised when the electricity is supplied to the grid. Income is measured at the fair value of consideration receivable, net of VAT.

Rental Income

Rental income is received from the Group's investment property. The Group recognise such revenue on a straight line basis.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is calculated to write off the cost of fixed assets less their residual values over their estimated useful lives at the following rates per annum:

Freehold Land

- not provided

Plant and equipment

- 20% on reducing balance and 15% on reducing balance

Fixtures and fittings

- 25% on reducing balance

Motor vehicles

- 25% on reducing balance

Computer and office equipment

- 50% on cost, 25% on reducing balance and 20% on cost

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in first out (FIFO) principle and includes all direct materials, transport and handling costs in bringing stocks to their present location and condition.

Work in progress

Work in progress on contracts is valued on the basis of direct costs. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.

Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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.