| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 29 October 2024 to 31 January 2026 |
| for |
| E-Tech Holdings Limited |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 29 October 2024 to 31 January 2026 |
| for |
| E-Tech Holdings Limited |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Contents of the Consolidated Financial Statements |
| for the Period 29 October 2024 to 31 January 2026 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| Company Balance Sheet | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 19 |
| E-Tech Holdings Limited |
| Company Information |
| for the Period 29 October 2024 to 31 January 2026 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Accountants and Statutory Auditors |
| 146 High Street |
| Billericay |
| Essex |
| CM12 9DF |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Group Strategic Report |
| for the Period 29 October 2024 to 31 January 2026 |
| The directors present their strategic report of the company and the group for the period 29 October 2024 to 31 January 2026. |
| REVIEW OF BUSINESS |
| On 24 January 2025, the group successfully completed a corporate restructuring and Management Buy-Out (MBO), acquiring 100% of the issued share capital of its principal operating subsidiary, E-Tech Southern Limited. This transaction marks a key milestone for the group, successfully transitioning ownership and operational control collectively to the existing executive management team. |
| This MBO ensures absolute management continuity, it fully preserves the group's long-standing institutional knowledge, operational frameworks, and critical main contractor client relationships |
| The group delivered a highly resilient initial performance, reporting total turnover of £14,103,692. This volume was driven primarily by sustained core commercial infrastructure installations and electrical contracting frameworks across our target regions. Gross profit for the period reached £4,411,686, representing a robust gross margin of 31.28%. This performance reflects strong commercial cost-containment measures and tactical back-to-back subcontractor agreements, which effectively insulated project delivery from volatile raw material cost inflation. |
| Operating profit stood at £1,895,344 after accounting for transaction-related goodwill amortisation charges of £505,756. Stand alone administrative expenses were carefully controlled to protect contract yields. Financing friction associated with the initial MBO funding package, including third-party institutional borrowing charges, invoice finance arrangements, and non-cash imputed interest adjustments on deferred vendor loans, resulted in total finance costs of £1,077,166 . Consequently, the group delivered a strong initial profit before taxation of £893,302, yielding a consolidated net profit after tax of £476,146 attributable entirely to the owners of the parent entity. |
| FINANCIAL POSITION, CASH FLOW, AND CAPITAL STRUCTURE |
| At 31 January 2026, the group balance sheet exhibits a robust asset baseline, with total assets less current liabilities standing at £4,685,838. Non-current assets are dominated by group goodwill recognised under the acquisition framework, standing at a net book value of £4,551,803. The group maintains healthy working capital velocity, closing the period with a cash and cash equivalents balance of £392,155. |
| The group's adjusted capital structure reflects the debt-leveraged design of the management buyout. Total bank loans and vendor loan liabilities at the reporting date stand at £4,590,363. While the parent company exhibits standalone net current liabilities due to the structural classification of near-term acquisition facility repayments, this is fully mitigated by the exceptional financial strength of the underlying trading subsidiary, E-Tech Southern Limited, which generated independent operational profits of £2,402,665 during the period. |
| A formal intercompany support mechanism is actively maintained, ensuring that operational cash flows generated within the subsidiary are upstreamed systematically to service group obligations, maintain bank covenant tolerances, and safe-harbour liquidity requirements across the next twelve months. |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Group Strategic Report |
| for the Period 29 October 2024 to 31 January 2026 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Financing and Debt Servicing Risk |
| Following the Management Buy-Out transaction on 24 January 2025, the group’s capital structure shifted significantly to a leveraged model financed by third-party bank borrowings and a deferred vendor loan note arrangement. This structural leverage introduces heightened liquidity and debt-servicing requirements. |
| The directors closely monitor this exposure through strict weekly cash flow forecasting and working capital optimisation across the group. The trading operations of E-Tech Southern Limited continue to generate robust operational cash inflows, which the board considers fully sufficient to meet all upcoming debt amortisation timelines and bank covenants comfortably. |
| Subcontractor Performance, Availability, and Quality Control |
| As we rely heavily on external sub-contractors for project delivery, any shortage of skilled third-party labor, poor workmanship, or project delays on their part directly impacts our reputation, client relationships, and margins. |
| To mitigate this risk we maintain a strict, regularly reviewed Approved Subcontractor Register. All partners must undergo rigorous pre-qualification checks, including verification of insurance, JIB/ECA accreditation, and past performance history. Our internal project managers conduct frequent site inspections to ensure quality control. |
| Health, Safety, and Legal Liability |
| Commercial electrical works carry high inherent risks. Even though works are subcontracted, the company retains significant legal, regulatory, and reputational liability as the principal contractor if a serious safety incident occurs on site. |
| To mitigate this risk, we enforce strict site induction protocols and require detailed Risk Assessments and Method Statements (RAMS) from all subcontractors before work begins. Our internal compliance team conducts unannounced site safety audits, and we maintain comprehensive Public and Employers' Liability insurance policies. |
| Fixed-Price Commercial Contract Pressures |
| A substantial portion of commercial electrical tenders are won on a fixed-price basis. Fluctuations in the cost of raw materials (such as copper cabling and switchgear) or unexpected site delays can erode our margins if the subcontractor's costs rise faster than budgeted. |
| To mitigate this we actively negotiate back-to-back fixed-price agreements with our subcontractors to mirror our client commitments. Additionally, where feasible, we incorporate material price variation clauses into major client contracts to share the risk of extreme material cost inflation. |
| Credit Risk and Cash Flow Management |
| Operating in the commercial sector exposes the company to payment delays or insolvencies of main contractors or commercial clients, which could severely disrupt our working capital cycle and ability to pay our subcontractors. |
| We conduct thorough credit checks on all new clients and closely monitor payment terms. Subcontractor payment structures are, where contractually permitted, aligned with client milestones to preserve operational liquidity. |
| Future Developments |
| The demand for commercial electrical infrastructure, particularly energy-efficient upgrades and smart commercial building integrations, remains stable. The directors believe that the company's flexible, subcontract-led model positions it well to navigate changing economic conditions without the burden of high fixed labor costs, ensuring a sustainable outlook for the coming financial year. |
| ON BEHALF OF THE BOARD: |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Group Strategic Report |
| for the Period 29 October 2024 to 31 January 2026 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Report of the Directors |
| for the Period 29 October 2024 to 31 January 2026 |
| The directors present their report with the financial statements of the company and the group for the period 29 October 2024 to 31 January 2026. |
| INCORPORATION |
| The group was incorporated on 29 October 2024 and commenced trading on 24 January 2025. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 31 January 2026. |
| DIRECTORS |
| The directors who have held office during the period from 29 October 2024 to the date of this report are as follows: |
| All 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. |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Report of the Directors |
| for the Period 29 October 2024 to 31 January 2026 |
| AUDITORS |
| The auditors, Michael Letch & Partners LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| E-Tech Holdings Limited |
| Opinion |
| We have audited the financial statements of E-Tech Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 January 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 31 January 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. |
| Report of the Independent Auditors to the Members of |
| E-Tech Holdings Limited |
| 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 five, 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: |
| Enquiry of management and the directors actual and potential litigation claims. |
| Enquiry of management in compliance functions to identify any instances of non-compliance with laws and regulations. |
| Reviewing financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
| Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluation of the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. |
| On occasion we may also have determined that certain matters relating to non-compliance with laws and regulations are key audit matters, we must still include the required explanation, in our report, as to what extent the audit was considered capable of detecting irregularities, including fraud. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to 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. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion omission or misrepresentation. |
| 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. |
| Report of the Independent Auditors to the Members of |
| E-Tech Holdings Limited |
| 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. |
| for and on behalf of |
| Accountants and Statutory Auditors |
| 146 High Street |
| Billericay |
| Essex |
| CM12 9DF |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Consolidated |
| Income Statement |
| for the Period 29 October 2024 to 31 January 2026 |
| Notes | £ |
| TURNOVER | 14,103,692 |
| Cost of sales | 9,692,006 |
| GROSS PROFIT | 4,411,686 |
| Administrative expenses | 2,516,342 |
| OPERATING PROFIT | 4 | 1,895,344 |
| Interest receivable and similar income | 1,913 |
| 1,897,257 |
| Interest payable and similar expenses | 5 | 1,003,955 |
| PROFIT BEFORE TAXATION | 893,302 |
| Tax on profit | 6 | 417,156 |
| PROFIT FOR THE FINANCIAL PERIOD |
| Profit attributable to: |
| Owners of the parent | 476,146 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Consolidated |
| Other Comprehensive Income |
| for the Period 29 October 2024 to 31 January 2026 |
| Notes | £ |
| PROFIT FOR THE PERIOD | 476,146 |
| OTHER COMPREHENSIVE INCOME | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
476,146 |
| Total comprehensive income attributable to: |
| Owners of the parent | 476,146 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Consolidated Balance Sheet |
| 31 January 2026 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 | 4,551,803 |
| Tangible assets | 9 | 8,470 |
| Investments | 10 | - |
| 4,560,273 |
| CURRENT ASSETS |
| Debtors | 11 | 2,675,237 |
| Cash at bank | 392,155 |
| 3,067,392 |
| CREDITORS |
| Amounts falling due within one year | 12 | 2,941,827 |
| NET CURRENT ASSETS | 125,565 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,685,838 |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
(4,147,310 |
) |
| PROVISIONS FOR LIABILITIES | 16 | (2,381 | ) |
| NET ASSETS | 536,147 |
| CAPITAL AND RESERVES |
| Called up share capital | 17 | 88 |
| Share premium | 18 | 59,913 |
| Retained earnings | 18 | 476,146 |
| SHAREHOLDERS' FUNDS | 536,147 |
| The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2026 and were signed on its behalf by: |
| R Lane - Director |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Company Balance Sheet |
| 31 January 2026 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 8 |
| Tangible assets | 9 |
| Investments | 10 |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Share premium | 18 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 2,634,270 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Consolidated Statement of Changes in Equity |
| for the Period 29 October 2024 to 31 January 2026 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 88 | - | 59,913 | 60,001 |
| Total comprehensive income | - | 476,146 | - | 476,146 |
| Balance at 31 January 2026 | 88 | 476,146 | 59,913 | 536,147 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Company Statement of Changes in Equity |
| for the Period 29 October 2024 to 31 January 2026 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | - |
| Balance at 31 January 2026 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Consolidated Cash Flow Statement |
| for the Period 29 October 2024 to 31 January 2026 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,764,936 |
| Interest paid | (1,003,955 | ) |
| Non cash interest on vendor loan | 168,279 |
| Non cash interest on exit fees | 402,389 |
| Net cash from operating activities | 1,331,649 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (3,261 | ) |
| Acquisition of subsidiary undertaking, | (5,017,842 | ) |
| Interest received | 1,913 |
| Net cash from investing activities | (5,019,190 | ) |
| Cash flows from financing activities |
| New loans in year | 3,595,000 |
| Legal costs on loan set up | (125,950 | ) |
| Loan repayments in year | (567,632 | ) |
| Share issue | 88 |
| Share premium | 59,913 |
| Net proceeds of vendor loan | 1,618,277 |
| Vendor loan repaid | (500,000 | ) |
| Net cash from financing activities | 4,079,696 |
| Increase in cash and cash equivalents | 392,155 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
392,155 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Cash Flow Statement |
| for the Period 29 October 2024 to 31 January 2026 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Profit before taxation | 893,302 |
| Depreciation charges | 511,915 |
| Finance costs | 1,003,955 |
| Finance income | (1,913 | ) |
| 2,407,259 |
| Increase in trade and other debtors | (341,035 | ) |
| Decrease in trade and other creditors | (301,288 | ) |
| Cash generated from operations | 1,764,936 |
| 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 31 January 2026 |
| 31.1.26 | 29.10.24 |
| £ | £ |
| Cash and cash equivalents | 392,155 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 29.10.24 | Cash flow | At 31.1.26 |
| £ | £ | £ |
| Net cash |
| Cash at bank | - | 392,155 | 392,155 |
| - | 392,155 | 392,155 |
| Debt |
| Debts falling due within 1 year | - | (443,053 | ) | (443,053 | ) |
| Debts falling due after 1 year | - | (4,147,310 | ) | (4,147,310 | ) |
| - | (4,590,363 | ) | (4,590,363 | ) |
| Total | - | (4,198,208 | ) | (4,198,208 | ) |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Cash Flow Statement |
| for the Period 29 October 2024 to 31 January 2026 |
| 4. | ACQUISITION OF BUSINESS |
| On 24 January 2025, the group acquired 100% of the share capital of its trading subsidiary via a Management Buy-Out. The fair value of the assets acquired and liabilities assumed at the dynamic date of acquisition were as follows: |
| £ |
| Tangible Fixed Assets | 11,368 |
| Trade and Other Debtors | 2,334,201 |
| Directors loan satisfied on MBO | 1,735,050 |
| Cash and Cash Equivalents | 2,108,315 |
| Trade and Other Creditors | (2,385,286 | ) |
| Fair Value of Net Identifiable Assets | 3,803,648 |
| Goodwill Arising on Acquisition | 5,057,559 |
| Total purchase consideration | 8,861,207 |
| Satisfied by: Cash consideration paid | 8,861,207 |
| Net Cash Outflow Arising on Acquisition: |
| Cash consideration paid | 8,861,207 |
| Less: Cash and Cash Equivalents Acquired | (2,108,315 | ) |
| Less : Directors loan satisfied on MBO | (1,735,050 | ) |
| Net Outflow of Cash and Cash Equivalents | 5,017,842 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements |
| for the Period 29 October 2024 to 31 January 2026 |
| 1. | STATUTORY INFORMATION |
| E-Tech Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going Concern |
| Having reviewed the group’s financial projections, trading pipelines, and capital structure, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future . |
| The group’s liquidity position is supported by robust cash conversion from its core electrical contracting operations. |
| Consequently, the directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements |
| Basis of consolidation |
| The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertaking made up to 31 January 2026. |
| The consolidated financial statements have been prepared in accordance with Financial Reporting Standard 102 (FRS 102) and the Companies Act 2006. |
| The company was incorporated on 29 October 2024 and subsequently acquired 100% of the issued share capital of its trading subsidiary on 24 January 2025 via a Management Buy-Out (MBO). This represents the first financial reporting period for both the parent company and the consolidated group. The directors have elected to prepare these initial accounts for an extended period of 15 months and 3 days, running from the date of incorporation on 29 October 2024 to 31 January 2026. |
| In accordance with FRS 102 Section 19, acquisition accounting has been applied to the MBO transaction. The consolidated profit and loss account, consolidated statement of changes in equity, and consolidated statement of cash flows incorporate the standalone administrative and financing results of the parent company for the full period from 29 October 2024 to 31 January 2026, combined with the operational trading results of the subsidiary from the exact date of acquisition (24 January 2025) to 31 January 2026. Subsidiary trading performance prior to 24 January 2025 is treated as pre-acquisition equity and is excluded from the group performance metrics. |
| Comparative Information Omission |
| As these financial statements represent the initial reporting period for both the parent company and the consolidated group since incorporation, no prior historical financial statements have been prepared. Consequently, in accordance with standard statutory reporting frameworks, no comparative prior-period figures or related note disclosures are presented within these consolidated group financial statements. Standalone prior-year comparatives for the trading subsidiary covering its independent financial year ended 31 December 2024 are presented exclusively within the subsidiary's separate individual financial statements. |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| The preparation of financial statements requires management to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| The key judgements and sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. |
| Impairment of goodwill and estimation of useful economic life |
| The group recognises goodwill arising from the Management Buy-Out of its trading subsidiary. The initial calculation of goodwill requires estimating the fair value of consideration transferred including discounting deferred interest-free vendor loan notes using an estimated market interest rate of 10.25% and assigning fair values to the identifiable net assets acquired at the acquisition date. |
| Goodwill is amortised over its estimated useful economic life. Management has determined that a useful economic life of ten years is appropriate, reflecting the long-term stability of the commercial electrical infrastructure sector, historical customer retention trends, and the enduring market reputation of the acquired business. |
| The group tests goodwill annually for impairment, or more frequently if indicators arise. This requires an estimation of the value-in-use of the cash-generating unit (CGU), which is the trading subsidiary. The value-in-use calculation involves estimating future cash flows expected to arise from the CGU over a three-year forecast period and selecting a suitable pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the entity. |
| Estimation of market interest rates for non-basic financial Instruments |
| Under FRS 102 Section 11, interest-free loans that constitute a financing transaction must be discounted to present value using a market rate of interest for a similar debt instrument. Because an identical, observable commercial transaction was unavailable, management was required to estimate a proxy market interest rate. |
| Management has applied a rate of 10.25%, which aligns with the group’s senior third-party bank financing arrangements executed during the period . |
| A change in this discount rate estimation would directly shift the initial present value measurement of the loan liability, alter the corresponding baseline value of group goodwill, and impact the volume of non-cash imputed finance interest charged through the profit and loss account over the term of the instrument. |
| The carrying value of this liability at 31 January 2026 stands at £1,286,556 |
| Revenue and margin recognition |
| The company's revenue recognition and margin recognition policies are central to how the company values the work it has carried out in the financial year. |
| These policies require forecasts to be made of the outcomes of construction contracts which require assessments and judgements to be made on the recovery of changes in the scope of the work, contract programme issues, maintenance and defects liabilities and changes in costs. |
| Recoverability of retentions and trade receivables |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Trade debtors include retention balance withheld by commercial clients until the expiration of contractual defect liability periods, often extending 12 to 24 months beyond practical completion. Management reviews the recoverability of trade debtors and retentions on an individual contract by contract basis. |
| Estimating the required provision for credit losses and rectification costs involves assessing the financial stability and insolvency risks of main contractors, historical collection tracks and the status of any unresolved technical disputes or snagging lists. |
| Retentions receivable represent amounts withheld by customers until the expiry of defect liability periods. Management assesses the recoverability of these balances based on historical collection rates, the financial stability of the main contractors, and any known technical disputes. A provision for credit losses or rectification costs is established when evidence suggests the full retention may not be recovered. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Goodwill |
| 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 |
| Plant and machinery | - |
| Computer equipment | - |
| Financial instruments - interest free loans |
| Financial liabilities are initially measured at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument. The initial discount on interest-free loans from shareholders is recognised directly within equity as a capital contribution. Financial liabilities are subsequently measured at amortised cost using the effective interest method. Unwinding of the discount is recognised as a non-cash finance cost within the Income Statement over the duration of the debt. |
| 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. |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Projects |
| Where the income of a contact can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. |
| Costs are recognised as incurred and revenue is recognised on the basis of the proportion of total costs at the reporting date to the estimated total costs of the contract. |
| Provision is made for all known or expected losses on individual contracts once such losses become reasonably apparent. |
| 3. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 1,346,224 |
| Social security costs | 151,076 |
| Other pension costs | 6,692 |
| 1,503,992 |
| The average number of employees during the period was as follows: |
| Directors | 4 |
| Direct wages | 5 |
| Administrative | 6 |
| Managerial | 1 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| Period 24.1.25 to 31.1.26 |
| £ |
| Directors' Remuneration | 766,603 |
| Information regarding the highest paid director for the period ended 31 January 2026 is as follows: |
| Period 24.1.25 to 31.1.26 |
| £ |
| Emoluments etc | 266,667 |
| The total directors' remuneration recognised within administrative expenses includes £282,370 paid to third-party personal service companies for providing the strategic and operational management services of individuals who serve as directors of the company and or the immediate parent undertaking, E-Tech Holdings Limited .These individuals actively direct the primary trading operations of this company. |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| £ |
| Hire of plant and machinery | 94,340 |
| Depreciation - owned assets | 6,159 |
| Goodwill amortisation | 505,756 |
| Auditors' remuneration | 20,000 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank loan interest | 375,717 |
| Bank loan facility charge | 57,570 |
| Amortisation of bank loan exit fee | 357,377 |
| Amortisition of legal arrangement fees on facility | 45,012 |
| Total third party finance costs | 835,676 |
| Imputed interest on interest free vendor loan notes | 168,279 |
| Total interest payable and similar expenses | 1,003,955 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 417,462 |
| Deferred tax | (306 | ) |
| Tax on profit | 417,156 |
| 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 | 893,302 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 223,326 |
| Effects of: |
| Expenses not deductible for tax purposes | 24,933 |
| Depreciation in excess of capital allowances | 695 |
| Imputed interest on interest free vendor loan not tax deductible | 42,069 |
| Goodwill amortisation | 126,439 |
| Change in deferred tax | (306 | ) |
| Total tax charge | 417,156 |
| 7. | 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. |
| 8. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| Additions | 5,057,559 |
| At 31 January 2026 | 5,057,559 |
| AMORTISATION |
| Amortisation for period | 505,756 |
| At 31 January 2026 | 505,756 |
| NET BOOK VALUE |
| At 31 January 2026 | 4,551,803 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 8. | INTANGIBLE FIXED ASSETS - continued |
| Group |
| On 24 January 2025, the company acquired 100% of the issued share capital of E-Tech Southern Limited via a Management Buy-Out. The baseline consideration incorporates the fair value adjustment of the vendor loan notes under FRS 102 Section 11, reducing total purchase consideration and resulting in a goodwill calculation as follows: |
| Satisfied by : |
| Cash consideration paid | 7,035,050 |
| Corporate finance advisory and financial due diligence transaction fees |
207,880 |
| Vendor loan notes (fair value baseline at initial recognition) | 1,618,277 |
| Total fair value of consideration transfer | 8,861,207 |
| Less: fair value of net Identifiable assets acquired | (3,803,648 | ) |
| Goodwill arising on acquisition | 5,057,559 |
| Goodwill Impairment Review Disclosure |
| In accordance with FRS 102 Section 27, the directors conducted a formal impairment review of goodwill at the reporting date. This assessment was based on a value-in-use calculation utilising detailed cash flow projections from the trading subsidiary entity covering a three-year period. |
| The core growth assumptions mirror current localised market dynamics, discounted using a conservative pre-tax rate reflecting the current leveraged finance environment. No indicators or provisions for permanent impairment were identified during the reporting window. |
| 9. | TANGIBLE FIXED ASSETS |
| Group |
| Plant and | Computer |
| machinery | equipment | Totals |
| £ | £ | £ |
| COST |
| At 29 October 2024 | 68,682 | 87,636 | 156,318 |
| Additions | 1,462 | 1,799 | 3,261 |
| At 31 January 2026 | 70,144 | 89,435 | 159,579 |
| DEPRECIATION |
| At 29 October 2024 | 60,449 | 84,501 | 144,950 |
| Charge for period | 2,424 | 3,735 | 6,159 |
| At 31 January 2026 | 62,873 | 88,236 | 151,109 |
| NET BOOK VALUE |
| At 31 January 2026 | 7,271 | 1,199 | 8,470 |
| At 28 October 2024 | 8,233 | 3,135 | 11,368 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 10. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 31 January 2026 |
| NET BOOK VALUE |
| At 31 January 2026 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 10. | FIXED ASSET INVESTMENTS - continued |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: 146 High Street Billericay Essex CM12 9DF |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2026 |
| £ |
| Aggregate capital and reserves |
| Profit for the period |
| On 24 January 2025, the company acquired 100% of the issued share capital of -Tech Southern Limited, via a Management Buy-Out (MBO). The shareholders of E-Tech Holdings Limited comprise members of the company's key management personnel (the executive directors) and the former ultimate controlling shareholder, R Lane, of E-Tech Southern Limited. |
| In addition the investment cost includes directly attributable corporate finance advisory and financial due diligence transaction fees totalling £207,880, as set out below. |
| As part of this transaction, consideration totalling £9,175,050 was structured and paid to R Lane for his shareholding. This included £7,035,050 cash consideration and £2,140,000 0% fixed rate unsecured loan notes repayable over 5 years, which are due to be fully repaid by 24 December 2030. |
| This structure included the issuance of £2,140,000 unsecured loan notes. Under the contractual commercial framework of the arrangement, the loan notes are legally interest-free. However, in accordance with FRS 102 Section 11, this transaction has been identified as a financing arrangement and initially measured at a present value of £1,618,277, utilising an estimated market borrowing rate of 10.25%. The resulting initial discount adjustment of £521,723 has been treated as a deduction against initial investment cost tracking with net-zero day-one presentation impact on capital reserves. |
| Therefore the baseline consideration incorporating the fair value adjustment of the vendor loan notes under FRS 102 Section 11, reduces the total purchase consideration and resulting in a investment calculation as follows: |
| Satisfied by : |
| Cash consideration paid | 7,035,050 |
| Vendor loan notes (fair value baseline at initial recognition) | 1,618,277 |
| Total fair value paid to vendor on transfer | 8,653,327 |
| Corporate finance advisory and financial due diligence transaction fees | 207,880 |
| Total fair value of investment in subsidiary | 8,861,207 |
| During the current extended financial reporting period, non-cash imputed finance interest costs totalling £168,279 were recognised within the Income Statement to unwind the liability carrying value. Following the corporate transition, R Lane continues to retain a 25.71% equity interest in E-Tech Holdings Limited. |
| To part fund the initial cash consideration, the company borrowed £3,595,000 from Close Brothers Limited The company has entered into a cross-guarantee and debenture agreement with Close Brothers Limited in respect of a bank facility provided to the company , as detailed in the secured debt note. |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 10. | FIXED ASSET INVESTMENTS - continued |
| Subsequent to initial recognition, the investment asset is carried at cost less any accumulated provisions for permanent impairment in value. |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| £ |
| Trade debtors | 2,426,091 |
| Other debtors | 11,529 |
| VAT | 129,316 |
| Prepayments | 108,301 |
| 2,675,237 |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 14) | 443,053 |
| Trade creditors | 1,882,380 | ( |
) |
| Amounts owed to group undertakings | - |
| Tax | 425,759 |
| Social security and other taxes | 100,751 |
| Other creditors | 32,351 |
| Invoice factoring | 36,236 | - |
| Accrued expenses | 21,297 |
| 2,941,827 |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans (see note 14) | 2,860,754 |
| Other loans (see note 14) | 1,286,556 |
| 4,147,310 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 14. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 443,053 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 531,652 |
| Vendor loan notes | 747,749 | 747,749 |
| 1,279,401 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 2,329,102 |
| Vendor loan notes | 538,807 | 538,807 |
| 2,867,909 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 14. | LOANS - continued |
| Vendor loan notes |
| The vendor loan notes, totalling a contractual principal sum of £2,140,000, are interest-free and repayable in tiered tranches concluding on 24 December 2030 . |
| At initial recognition on 24 January 2025, the liability was discounted to a fair value baseline of £1,618,277 using an effective interest rate of 10.25% . The resulting initial valuation discount of £521,723 has been treated as a transaction with an owner and applied as a direct net-zero adjustment to the underlying group goodwill and standalone company investment costs |
| Subsequent to initial recognition, non-cash imputed finance costs totalling £168,279 have been systematically charged to the profit and loss account . Following a contractual cash repayment tranche of £500,000 made on 24 January 2026, the carrying value of the liability at 31 January 2026 stands at £1,286,556, classified entirely within long-term borrowings |
| The third-party bank loan facility with Close Brothers Limited |
| The third-party bank loan facility sitting within the parent undertaking, totalling £3,595,000 at drawdown, is fully secured by a fixed and floating charge over the entire property, undertaking, and assets of the trading subsidiary. |
| Under the commercial terms of the facility agreement, the principal loan is repayable in full at maturity alongside an additional fixed final fee of £1,000,000 payable to the institutional lender after five years. |
| In accordance with FRS 102 Section 11, this facility is accounted for as a basic financial instrument using the amortised cost method. The fixed final fee is treated as an additional finance cost and is systematically amortised through the Profit and Loss account over the 5-year term. |
| In addition, corporate finance advisory and financial due diligence transaction fees, attributable to the arrangement of the finance agreement totalling £125,950 was paid. These fees are also systematically amortised through the Profit and Loss account over the 5-year term. |
| At 31 January 2026, the carrying value of the liability stands at £3,303,807, which reflects the inclusion of 13 months of accumulated non-cash finance friction. |
Close Brothers Loan |
Amortisation of corporate finance advisory and financial due diligence transaction fees |
Amortisation of £1,000,000 exit fee |
Total |
| £ | £ | £ | £ |
| Initial borrowing / fees | 3,595,000 | (125,950 | ) | 3,469,050 |
| Capital repaid in period | (567,632 | ) | (567,632 | ) |
| Amortisation in period | 45,012 | 357,377 | 402,389 |
| Balance as at 31 January 2026 |
3,027,368 |
(80,938 |
) |
357,377 |
3,303,807 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 15. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Company |
| £ |
| Bank loans |
| The group's bank loan facility, sitting within the parent undertaking and totalling £3,303,807 at amortised cost, is fully secured by a fixed and floating charge over the entire property, trading assets, trade receivables, cash, and undertakings of the consolidated group |
| Under the commercial terms of the facility agreement, the principal loan is repayable in full at maturity alongside an additional fixed final fee of £1,000,000 payable to the institutional lender after five years. |
| In accordance with FRS 102 Section 11, this facility is accounted for as a basic financial instrument using the amortised cost method. The fixed final fee is treated as an additional finance cost and is systematically amortised through the Profit and Loss account over the 5-year term. |
| Gross contractual debt obligations before accounting amortisation friction at the balance sheet date, total £4,027,368 |
| 16. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred tax | 2,381 |
| Group |
| Deferred |
| tax |
| £ |
| Provided during period | 2,381 |
| Balance at 31 January 2026 | 2,381 |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary | £1 | 88 |
| 88 Ordinary shares of £1 each were allotted as fully paid |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 18. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period | 476,146 | 476,146 |
| Cash share issue | - | 59,913 | 59,913 |
| At 31 January 2026 | 476,146 | 59,913 | 536,059 |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| Profit for the period |
| Cash share issue | - | 59,913 | 59,913 |
| At 31 January 2026 | 2,694,183 |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 19. | RELATED PARTY DISCLOSURES |
| As detailed in Note 1 (Basis of Preparation), these financial statements represent the initial reporting period for the group since the incorporation of the parent undertaking on 29 October 2024. Accordingly, no comparative prior-period transactions or year-end balances are presented. |
| During the period from 29 October 2024 to 31 January 2026, the group engaged in the following transactions with related parties: |
| Transactions with key management personnel and intermediaries |
| The group incurred management and operational consultancy fees totalling £282,370 from personal service companies controlled by the executive directors. These transactions were conducted under standard commercial terms aligned with the group’s executive management framework. |
| At 31 January 2026, an amount of £36,000 was outstanding and included within trade creditors in respect of these arrangements. |
| Financing and asset-backed security arrangements |
| The group’s immediate parent undertaking has entered into a £3,595,000 credit facility with an independent commercial bank. This facility is fully secured by a first fixed and floating charge over the entire property, undertaking, and assets of the trading subsidiary. |
| The facility is accounted for under the amortised cost method in accordance with FRS 102 Section 11, and incorporates a fixed final exit fee of £1,000,000 payable to the lender after five years. |
| Intra-group distributions |
| The trading subsidiary declared and paid a dividend of £3,638,000 to the parent company to part-fund the initial MBO consideration. In accordance with FRS 102 Paragraph 33.1A, this transaction has been eliminated in full on consolidation and is not disclosed within the consolidated group financial statements. |
| Directors' Advances, Credits, and Guarantees |
| In accordance with Section 413 of the Companies Act 2006, the group had the following financial transactions and outstanding balances with current directors who held office during the period from 29 October 2024 to 31 January 2026: |
| Director loan account repayments and settlements |
| At the commencement of the financial period, the group was owed an outstanding director's loan account balance of £1,735,050 from a director who was then the ultimate controlling shareholder. On 24 January 2025, in conjunction with the corporate restructuring via the Management Buy-Out (MBO), this outstanding liability was fully repaid and settled in cash by a subsidiary undertaking as part of the transaction consideration. Following this settlement, the balance outstanding owed to this director at 31 January 2026 was £Nil. The loan balance was unsecured and interest-free. |
| Ongoing balances owed by directors |
| Included within group current assets under other debtors is an outstanding balance of £6,690 owed by a director of a subsidiary undertaking. This debt was outstanding prior to the individual's formal appointment to the board on 1 April 2025 as part of the MBO structure. No further advances were granted, no interest was charged, and no repayments or waivers were processed during the period. The balance remains unsecured, interest-free, and outstanding at £6,690 as of 31 January 2026. |
| E-Tech Holdings Limited (Registered number: 16049129) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29 October 2024 to 31 January 2026 |
| 20. | ULTIMATE CONTROLLING PARTY |
| Following the corporate restructuring and Management Buy-Out (MBO) transaction which completed during the period, the ultimate control of the company, and the group in which it is the parent undertaking, is held collectively by the executive management team (the directors), who act in concert. |
| Within this management group, P Todd holds the largest individual equity stake, representing 26.23% of the issued share capital and voting rights of the company. No other individual director or shareholder exercises absolute majority voting control over the company's operating and financial policies, or its general meetings. |