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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: P L Sweetland
R Lane
J Lynott
D K Sweeting
P Todd
R K M Parish





REGISTERED OFFICE: 146 High Street
Billericay
United Kingdom
Essex
CM12 9DF





REGISTERED NUMBER: 16049129 (England and Wales)





AUDITORS: Michael Letch & Partners LLP
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




R Lane - Director


27 October 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:

P L Sweetland - appointed 29 October 2024
R Lane - appointed 23 January 2025
J Lynott - appointed 23 January 2025
D K Sweeting - appointed 23 January 2025
P Todd - appointed 23 January 2025
R K M Parish - appointed 23 January 2025

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:





R Lane - Director


27 October 2026

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.




MICHAEL LETCH (Senior Statutory Auditor)
for and on behalf of Michael Letch & Partners LLP
Accountants and Statutory Auditors
146 High Street
Billericay
Essex
CM12 9DF

27 October 2026

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 476,146
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 8,861,207
8,861,207

CREDITORS
Amounts falling due within one year 12 2,019,626
NET CURRENT LIABILITIES (2,019,626 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,841,581

CREDITORS
Amounts falling due after more than one
year

13

4,147,310
NET ASSETS 2,694,271

CAPITAL AND RESERVES
Called up share capital 17 88
Share premium 18 59,913
Retained earnings 18 2,634,270
SHAREHOLDERS' FUNDS 2,694,271

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 27 October 2026 and were signed on its behalf by:





R Lane - Director


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 88 - 59,913 60,001
Total comprehensive income - 2,634,270 - 2,634,270
Balance at 31 January 2026 88 2,634,270 59,913 2,694,271

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 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.

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

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

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 25% on reducing balance
Computer equipment - 33% on cost

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
16

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 8,861,207
At 31 January 2026 8,861,207
NET BOOK VALUE
At 31 January 2026 8,861,207

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

E-Tech Southern Limited
Registered office: 146 High Street Billericay Essex CM12 9DF
Nature of business: Electrical company
%
Class of shares: holding
Ordinary 100.00
2026
£   
Aggregate capital and reserves 2,151,280
Profit for the period 2,010,522

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 paid7,035,050
Vendor loan notes (fair value baseline at initial recognition)1,618,277
Total fair value paid to vendor on transfer8,653,327

Corporate finance advisory and financial due diligence transaction fees207,880

Total fair value of investment in subsidiary8,861,207


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) 443,053 443,053
Trade creditors 1,882,380 (1 )
Amounts owed to group undertakings - 1,576,574
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 2,019,626

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR


Group Company
£    £   
Bank loans (see note 14) 2,860,754 2,860,754
Other loans (see note 14) 1,286,556 1,286,556
4,147,310 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 443,053 443,053
Amounts falling due between one and two years:
Bank loans - 1-2 years 531,652 531,652
Vendor loan notes 747,749 747,749
1,279,401 1,279,401
Amounts falling due between two and five years:
Bank loans - 2-5 years 2,329,102 2,329,102
Vendor loan notes 538,807 538,807
2,867,909 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 3,303,807

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: £   
88 Ordinary £1 88

88 Ordinary shares of £1 each were allotted as fully paid at a premium of £680.82p per share during the period.

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 2,634,270 2,634,270
Cash share issue - 59,913 59,913
At 31 January 2026 2,634,270 59,913 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.