IRIS Accounts Production v24.2.0.383 12083085 Board of Directors Board of Directors 30.11.23 1.12.22 30.11.23 30.11.23 true true false true true false false false true true false Preference 0 Ordinary 0 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh120830852022-11-30120830852023-11-30120830852022-12-012023-11-30120830852021-11-30120830852021-12-012022-11-30120830852022-11-3012083085ns15:EnglandWales2022-12-012023-11-3012083085ns14:PoundSterling2022-12-012023-11-3012083085ns10:Director12022-12-012023-11-3012083085ns10:Director22022-12-012023-11-3012083085ns10:Consolidated2023-11-3012083085ns10:ConsolidatedGroupCompanyAccounts2022-12-012023-11-3012083085ns10:PrivateLimitedCompanyLtd2022-12-012023-11-3012083085ns10:Consolidatedns10:FRS1022022-12-012023-11-3012083085ns10:Consolidatedns10:Audited2022-12-012023-11-3012083085ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-12-012023-11-3012083085ns10:LargeMedium-sizedCompaniesRegimeForAccounts2022-12-012023-11-3012083085ns10:Consolidatedns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-12-012023-11-3012083085ns10:LargeMedium-sizedCompaniesRegimeForAccountsns10:Consolidated2022-12-012023-11-3012083085ns10:FullAccounts2022-12-012023-11-301208308512022-12-012023-11-3012083085ns10:PreferenceShareClass22022-12-012023-11-3012083085ns10:OrdinaryShareClass12022-12-012023-11-3012083085ns10:OrdinaryShareClass1112022-12-012023-11-3012083085ns10:Consolidated2022-12-012023-11-3012083085ns10:Director32022-12-012023-11-3012083085ns10:Director42022-12-012023-11-3012083085ns10:RegisteredOffice2022-12-012023-11-3012083085ns10:Consolidated2021-12-012022-11-3012083085ns5:CurrentFinancialInstruments2023-11-3012083085ns5:CurrentFinancialInstruments2022-11-3012083085ns5:Non-currentFinancialInstruments2023-11-3012083085ns5:Non-currentFinancialInstruments2022-11-3012083085ns5:ShareCapital2023-11-3012083085ns5:ShareCapital2022-11-3012083085ns5:SharePremium2023-11-3012083085ns5:SharePremium2022-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2023-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2022-11-3012083085ns5:RetainedEarningsAccumulatedLosses2023-11-3012083085ns5:RetainedEarningsAccumulatedLosses2022-11-3012083085ns5:ShareCapital2021-11-3012083085ns5:RetainedEarningsAccumulatedLosses2021-11-3012083085ns5:SharePremium2021-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2021-11-3012083085ns5:RetainedEarningsAccumulatedLosses2021-12-012022-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2021-12-012022-11-3012083085ns5:ShareCapital2022-12-012023-11-3012083085ns5:SharePremium2022-12-012023-11-3012083085ns5:RetainedEarningsAccumulatedLosses2022-12-012023-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-012023-11-3012083085ns5:NetGoodwill2022-12-012023-11-3012083085ns5:IntangibleAssetsOtherThanGoodwill2022-12-012023-11-3012083085ns5:CostValuation2022-11-3012083085ns5:AdditionsToInvestments2023-11-3012083085ns5:DisposalsRepaymentsInvestments2023-11-3012083085ns5:CostValuation2023-11-3012083085ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-11-3012083085ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-11-3012083085ns10:PreferenceShareClass22023-11-3012083085ns10:OrdinaryShareClass12023-11-30
REGISTERED NUMBER: 12083085 (England and Wales)















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

FOR

AMD GROUP HOLDINGS LIMITED

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023










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 Financial Statements 17


AMD GROUP HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 NOVEMBER 2023







DIRECTORS: J A King
M G Sullivan
D J Pearce
D B Peachey FCA





REGISTERED OFFICE: Jupiter House Orbital One
Green Street Green Road
Dartford
Kent
DA1 1QG





REGISTERED NUMBER: 12083085 (England and Wales)





AUDITORS: Lewis Brownlee (Chichester) Limited
Chartered Accountants
Statutory Auditors
Appledram Barns
Birdham Road
Chichester
West Sussex
PO20 7EQ

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023


The directors present their strategic report of the company and the group for the year ended 30 November 2023.

FAIR REVIEW OF BUSINESS
We are pleased to report the results for the year-ending 30 November 2023, which has seen a year of growth in terms of revenue and profits.

The construction industry continued to be challenging but the company continued to cease opportunities and solidified its position within the marketplace and sector. Existing frameworks were maintained, and the company continued to deliver success in the provision of a full Mechanical, Electrical, and Plumbing (MEP) package.

The Group maintained its core principle of only accepting suitable projects, which satisfies acceptable margins, risk, and reward. Consequently, the business declined several projects as it was felt that they were not of suitable risk profile. The board maintained its position that that revenue should not be a core focus where it posed a profit risk to the business.

Growth in terms of the diversity of work undertaken continued to evolve and existing revenue streams were exploited and maintained. New opportunities continue to present themselves and they are assessed when received. The forward order book remains strong, and enquiries continue to be received.

Overall, the board were pleased with the revenue achieved in the year (£17.1m), which was increased from 2022 (£13.0m), an increase of £4.1m or 32%.

Gross margins continued to remain resilient and business efficiencies and control continued to be working effectively.

Overall gross profit margins have been maintained from 2022, and the business has adapted well to the pressures on prices seen in the economy. Material and labour prices remain volatile, which has in turn made the tendering of projects more fluid.

Overheads have remained comparable to 2022, and the board is confident that the Group is well placed to deliver a successful 2024 with the management structure and people within the business.

The business has seen a positive, yet challenging, start to financial year 2024. The impact of an early election, continued inflationary pressure, and higher interest rates have had an effect on the confidence within the marketplace.

Overall, the market remains competitive, and the business is currently dealing with several exciting opportunities. The business continues to expand its supply chain and is pleased to report that several new supply contracts have been secured to provide some certainty to its key prime costs.

Our Facilities Management (FM) and Special Works Section has performed well throughout 2023 and has subsequently been separated into its own Limited company (AMD FM Limited). The board believes that its adoption of its own identity will allow it to continue to develop its core customer and contract base. The board acknowledge that the sector remains an extremely competitive sector, but the Group remains committed to the success of the department and continues to recruit key skills to ensure its success.

The board are pleased to report that it's investment into AMD Environmental (North) Limited has continued to be a success, now in its second period of account. Revenues have grown from £573k in 2022 to £4.5m in 2023. The subsidiary has maintained the core values of its associates and is reporting acceptable gross and net margins. The business delivered a net profit of £563k compared to a small loss (£31k) in 2022.


AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks of the business lie primarily within the risks associated with in the construction industry and can be attributed to 'Operational Risk' which are the risks associated with our day-to-day operations on site, as well as 'Financial Risk' which are potentially both operational and commercial.

We have strict process controls in place to monitor both the commercial and financial risks. We also reduce our exposure to 'risk' by working with strategic partners and by regularly running credit checks on our customers, as well as our suppliers.

To further mitigate and reduce risk, we continue to grow of portfolio of services offered as well as extending our customer base. This allows us to further dilute risk and helps with our continued growth.

Risk from 'Health and Safety' perspective continues to be monitored and measured by our Health and Safety Manager. Any issues are dealt with swiftly and effectively. It is important for all company personnel to be aware of the management structure within the company with specific duties and responsibilities for Health and Safety. New challenges are faced operationally, and the business is having to evolve in the way it delivers projects from a Health and Safety perspective.

ABILITY TO ATTRACT AND RETAIN HIGH-CALIBRE EMPLOYEES
The business continued to enjoy the ability to attract new, and retain existing, staff within. The business location, its links to the motorway network and national rail links has continued to enable the business to reach more geographical talent pools and expertise.

The recruitment process is crucial to the business and is constantly developing to ensure that the right personnel are introduced to the company and its incentivisation schemes.

MATERIAL COSTS AND AVAILABILITY OF SPECIALIST SUB-CONTRACTORS
Our internal database containing vital information about suppliers and sub-contractors continues to be operational and is running well, and this continues to be an asset to the business. It's updates and evolution continue to develop to adapt to new and existing work streams. Our bi-weekly 'Operations Meeting' as well as monthly 'Trading Reviews' continues in which we analyse and review the performance of each contract as well as the supply chain members. Any potential resource gaps are highlighted and continually monitored, with issues proactively addressed.

INFORMATION TECHNOLOGY AND BUSINESS CONTINUITY
The Group uses a range of information technology and decision support systems across the business for efficient processing of orders, control procedures and financial management. These systems are constantly reviewed and updated to meet the needs of the company.

Business continuity and disaster recovery planning is regularly assessed and tested with our IT Manager.

CUSTOMER CREDIT RISK
As part of the overall package, the Group provides credit to each of its customers and as a result there is an associated risk that the customer may not be able to pay outstanding debt. The business has established several procedures and credit control policies around managing its receivables and takes action when and where necessary. All major outstanding and overdue balances together with significant potential exposures are reviewed regularly and concerns are discussed at monthly meetings. Control systems are in place to ensure that authorisation requests are supported with appropriate and sufficient documentation and are approved at appropriate levels in the organisation.


AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023

KEY PERFORMANCE INDICATORS
For the year ended 30 November 2023 underlying profit before tax increased to £866,514 (2022: £231,428) with turnover of £17,122,353 (2022: £13,020,029) and the board considered the results to be in line with its expectations.

Key features of our business performance during the year included the following: -
- Revenue increased by £4.1m from 2022, 31%.
- Gross profits increased by £660,352 from £2,260,493 in 2022, 29%.
- Overheads increased by £193,688 from 2022.
- Profit before tax increased by £635,086 from 2022.
- Our diverse specialist Engineering Services offering has resulted in us further enhancing our market position and
increased market share.
- Proactive customer service, quality delivery performance and selective tendering focus were key performance drivers
that assisted to enhance existing relationships with repeat business as well as create new client diversification
opportunities.

ON BEHALF OF THE BOARD:





J A King - Director


14 August 2024

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 30 November 2023.

PRINCIPAL ACTIVITY
The principal activity of the company is that of a group holding company. The principal activity of the subsidiary, AMD Environmental Ltd, continued to be that of design, supply and installation of full mechanical and electrical services. The principal activity of the subsidiary, AMD Environmental (North) Limited is that of design, supply and installation of full mechanical and electrical services. AMD FM Ltd continued to be dormant throughout the year.

DIVIDENDS
During the year dividends of £732,155 (2022: £476,146) were paid.

FUTURE DEVELOPMENTS
The group has been able to innovate and evolve with the ever changing environments in which it operates. Where technological, energy or operational advancements can be exploited these are explored, developed and implemented to 'future proof' the work carried out and AMD's position within the market place. The group sees itself at the technological forefront of its industry and strives to continually improve the services and products it provides.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 December 2022 to the date of this report.

J A King
M G Sullivan
D J Pearce
D B Peachey FCA

FINANCIAL INSTRUMENTS
The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are conducted in sterling. The group does not enter into any formally designated hedging arrangements.

DONATIONS
The group paid charitable donations of £3,253 in the year (2022: £3,001).

THIRD PARTY INDEMNITY PROVISION
There is a third party indemnity provision in place for the benefit of all directors of the group.

DIRECTORS' RESPONSIBILITIES STATEMENT
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.

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J A King - Director


14 August 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
AMD GROUP HOLDINGS LIMITED


Opinion
We have audited the financial statements of AMD Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2023 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 Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2023 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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
AMD GROUP 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 Directors' Responsibilities Statement 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities
and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the group through discussions with directors and other
management, and from our commercial knowledge and experience of the sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial
statements or the operations of the group, including legislation such as the Companies Act 2006, taxation legislation
and the Health and Safety at Work Act;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of
management and inspecting legal correspondence, where applicable; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to
instances of non-compliance throughout the audit.

We assessed the susceptibility of the group financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of
actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
AMD GROUP HOLDINGS LIMITED


To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates set out in the
accounting policies were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance, where applicable;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors, where applicable.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.

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.




Sam Ede BFP FCA FCCA (Senior Statutory Auditor)
for and on behalf of Lewis Brownlee (Chichester) Limited
Chartered Accountants
Statutory Auditors
Appledram Barns
Birdham Road
Chichester
West Sussex
PO20 7EQ

23 August 2024

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023 2022
Notes £ £

TURNOVER 3 17,122,353 13,020,029

Cost of sales 14,201,508 10,759,536
GROSS PROFIT 2,920,845 2,260,493

Administrative expenses 2,312,611 2,118,923
608,234 141,570

Other operating income 156,462 74,159
OPERATING PROFIT 5 764,696 215,729

Interest receivable and similar income 103,118 17,611
867,814 233,340

Interest payable and similar expenses 6 1,300 1,912
PROFIT BEFORE TAXATION 866,514 231,428

Tax on profit 7 347,794 185,746
PROFIT FOR THE FINANCIAL YEAR 518,720 45,682
Profit attributable to:
Owners of the parent 410,743 51,655
Non-controlling interests 107,977 (5,973 )
518,720 45,682

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023 2022
Notes £ £

PROFIT FOR THE YEAR 518,720 45,682


OTHER COMPREHENSIVE INCOME
Share option reserve (72,201 ) 79,989
Income tax relating to other comprehensive
income

-

-

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(72,201

)

79,989
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

446,519

125,671

Total comprehensive income attributable to:
Owners of the parent 338,542 131,644
Non-controlling interests 107,977 (5,973 )
446,519 125,671

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

CONSOLIDATED BALANCE SHEET
30 NOVEMBER 2023

2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible assets 10 16,603,525 17,252,523
Tangible assets 11 47,449 48,535
Investments 12 - -
16,650,974 17,301,058

CURRENT ASSETS
Stocks 13 1,000 1,000
Debtors 14 3,026,087 3,939,994
Cash at bank and in hand 4,031,173 2,407,297
7,058,260 6,348,291
CREDITORS
Amounts falling due within one year 15 3,963,211 3,626,869
NET CURRENT ASSETS 3,095,049 2,721,422
TOTAL ASSETS LESS CURRENT
LIABILITIES

19,746,023

20,022,480

CREDITORS
Amounts falling due after more than one year 16 (1,305,727 ) (1,304,427 )

PROVISIONS FOR LIABILITIES 19 (11,369 ) (3,640 )
NET ASSETS 18,428,927 18,714,413

CAPITAL AND RESERVES
Called up share capital 20 100,001 100,000
Share premium 18,535,166 18,535,017
Share option reserve 320,358 392,559
Retained earnings (628,602 ) (307,190 )
SHAREHOLDERS' FUNDS 18,326,923 18,720,386

NON-CONTROLLING INTERESTS 102,004 (5,973 )
TOTAL EQUITY 18,428,927 18,714,413

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2024 and were signed on its behalf by:



J A King - Director



M G Sullivan - Director


AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

COMPANY BALANCE SHEET
30 NOVEMBER 2023

2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 20,256,874 20,328,325
20,256,874 20,328,325

CURRENT ASSETS
Debtors 14 18,188 19,308
Cash at bank and in hand 134 68
18,322 19,376
CREDITORS
Amounts falling due within one year 15 750 750
NET CURRENT ASSETS 17,572 18,626
TOTAL ASSETS LESS CURRENT
LIABILITIES

20,274,446

20,346,951

CREDITORS
Amounts falling due after more than one year 16 1,305,727 1,304,427
NET ASSETS 18,968,719 19,042,524

CAPITAL AND RESERVES
Called up share capital 20 100,001 100,000
Share premium 18,535,166 18,535,017
Share option reserve 320,358 392,559
Retained earnings 13,194 14,948
SHAREHOLDERS' FUNDS 18,968,719 19,042,524

Company's profit for the financial year 730,401 474,593

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2024 and were signed on its behalf by:




J A King - Director



M G Sullivan - Director


AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023

Called up
share Retained Share
capital earnings premium
£ £ £
Balance at 1 December 2021 100,000 117,301 18,535,017

Changes in equity
Dividends - (476,146 ) -
Total comprehensive income - 51,655 -
Balance at 30 November 2022 100,000 (307,190 ) 18,535,017

Changes in equity
Issue of share capital 1 - 149
Dividends - (732,155 ) -
Total comprehensive income - 410,743 -
Balance at 30 November 2023 100,001 (628,602 ) 18,535,166
Share
option Non-controlling Total
reserve Total interests equity
£ £ £ £
Balance at 1 December 2021 312,570 19,064,888 - 19,064,888

Changes in equity
Dividends - (476,146 ) - (476,146 )
Total comprehensive income 79,989 131,644 (5,973 ) 125,671
Balance at 30 November 2022 392,559 18,720,386 (5,973 ) 18,714,413

Changes in equity
Issue of share capital - 150 - 150
Dividends - (732,155 ) - (732,155 )
Total comprehensive income (72,201 ) 338,542 107,977 446,519
Balance at 30 November 2023 320,358 18,326,923 102,004 18,428,927

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023

Called up Share
share Retained Share option Total
capital earnings premium reserve equity
£ £ £ £ £
Balance at 1 December 2021 100,000 16,501 18,535,017 312,570 18,964,088

Changes in equity
Dividends - (476,146 ) - - (476,146 )
Total comprehensive income - 474,593 - 79,989 554,582
Balance at 30 November 2022 100,000 14,948 18,535,017 392,559 19,042,524

Changes in equity
Issue of share capital 1 - 149 - 150
Dividends - (732,155 ) - - (732,155 )
Total comprehensive income - 730,401 - (72,201 ) 658,200
Balance at 30 November 2023 100,001 13,194 18,535,166 320,358 18,968,719

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 24 2,439,989 (94,949 )
Interest paid (1,300 ) (1,912 )
Tax paid (175,000 ) (300,611 )
Net cash from operating activities 2,263,689 (397,472 )

Cash flows from investing activities
Purchase of tangible fixed assets (10,776 ) (21,444 )
Interest received 103,118 17,611
Net cash from investing activities 92,342 (3,833 )

Cash flows from financing activities
Amount introduced by directors - 918
Amount withdrawn by directors - (162 )
Equity dividends paid (732,155 ) (476,146 )
Net cash from financing activities (732,155 ) (475,390 )

Increase/(decrease) in cash and cash equivalents 1,623,876 (876,695 )
Cash and cash equivalents at beginning
of year

25

2,407,297

3,283,992

Cash and cash equivalents at end of year 25 4,031,173 2,407,297

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023


1. STATUTORY INFORMATION

AMD Group 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 Company Information page.

2. ACCOUNTING POLICIES

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

The financial statements are presented in Sterling (£), which is also the functional currency of the Company. Monetary amounts in these Financial Statements are rounded to the nearest £1.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings. All financial statements are made up to 30 November 2023, except the dormant subsidiary which is not material.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities acquired is recognised as goodwill.

The group measures non-controlling interest initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. The group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

The subsidiary, AMD Environmental Ltd, was acquired on 5 July 2019 and has been included in the group financial statements using the purchase method of accounting. The consolidated income statement and consolidated statement of cash flows include the results of this company.

The subsidiary, AMD Environmental (North) Limited, was incorporated on 6 December 2021 and has been included in the group financial statements using the purchase method of accounting. The consolidated income statement and consolidated statement of cash flows include the results of this company.

Going concern
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


2. ACCOUNTING POLICIES - continued

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover from contracts for the provision of goods and services is recognised when the outcome of a contract can be measured reliably, the entity will recognise both the income and costs (excluding non-productive costs) by reference to the percentage of completion of the contract. Turnover is calculated as that proportion of the total contract value which costs to date bear to total costs for that contract. Full provision is made for any foreseeable losses.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2019, is being amortised evenly over its estimated useful life of thirty 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
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows:

Plant and machinery-20% per annum reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of fixed assets
At each reporting date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and wherever this is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) prior years. A reversal of an impairment loss is recognised immediately in the profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


2. ACCOUNTING POLICIES - continued

Financial instruments
Financial instruments are classified by the director as basic or advanced following the conditions in FRS 102 section 11. Basic financial instruments are recognised at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. The group's only non-basic financial instruments relates to share based payments. This accounting policy is described below.

Share-based payments
Certain employees of the subsidiary AMD Environmental Limited were awarded share options within a group share option scheme. Each tranche is an award and is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognised over the tranche's vesting period based on the number of awards expected to vest, and is identified in a separate reserve account in this company. The number of awards expected to vest is reviewed over the vesting period, with any forfeitures recognised immediately.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year 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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.

Critical judgment and estimation uncertainty
In respect of construction contracts, management undertake regular progress reviews. Profits or losses are recognised within the income statement as part of a contract's revenue and cost where management consider that the outcome of a construction contract can be estimated reliably. Reliable estimates are determined with reference to each contract's stage of completion, future costs to complete and recoverability of amounts invoiced or applied for.

In respect of the useful life of the goodwill on consolidation of the acquisition of the company's subsidiary, management undertake an annual review of the future discounted cash flows of the subsidiary to ensure the useful life remains appropriate.

3. TURNOVER

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

An analysis of turnover by class of business is given below:

2023 2022
£ £
Construction contracts - UK 17,122,353 13,020,029
17,122,353 13,020,029

4. EMPLOYEES AND DIRECTORS
2023 2022
£ £
Wages and salaries 3,197,845 2,816,295
Social security costs 377,179 335,602
Other pension costs 53,478 70,107
3,628,502 3,222,004

The average number of employees during the year was as follows:
2023 2022

Directors 4 4

The average number of employees by undertakings that were proportionately consolidated during the year was 59 (2022 - 51 ) .

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


4. EMPLOYEES AND DIRECTORS - continued

The directors are the only key management personnel and hence the directors' remuneration is also the key management personnel remuneration.

2023 2022
£ £
Directors' remuneration 55,001 51,823
Directors' pension contributions to money purchase schemes 647 25,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

The group provided benefits in kind totalling £28,868 (2022: £20,760) to directors during the year.

5. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£ £
Other operating leases 172,863 204,989
Depreciation - owned assets 11,862 12,134
Goodwill amortisation 648,998 648,997
Auditors' remuneration - audit
fees 27,250 19,750
Auditors' remuneration - other
services provided 7,225 7,000

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£ £
Interest on overdue taxation - 612
Preference share dividends 1,300 1,300
1,300 1,912

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£ £
Current tax:
UK corporation tax 340,065 191,178

Deferred tax 7,729 (5,432 )
Tax on profit 347,794 185,746

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£ £
Profit before tax 866,514 231,428
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2022 - 19 %)

216,629

43,971

Effects of:
Expenses not deductible for tax purposes 160,723 144,301
Effect of enacted deferred tax rate - (1,304 )
Effect of super deduction allowance (162 ) (1,222 )
Profits chargeable at lower rate of tax prior 31 March 2023 (29,396 ) -
Total tax charge 347,794 185,746

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£ £ £
Share option reserve (72,201 ) - (72,201 )

2022
Gross Tax Net
£ £ £
Share option reserve 79,989 - 79,989

Factors that may affect the future tax charges
The Corporation Tax main rate for the years starting 1 April 2023 increased from 19% to 25%. In addition, a small profits rate of 19% for financial year April 2023 was brought in. The small profits rate will apply to profits of £50,000 or less. These changes were brought into effect during the year and will affect future tax charges.

The deferred tax rate used is 25% as this was substantively enacted by the year end.

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2023 2022
£ £
Ordinary shares of £1 each
Interim 732,155 476,146

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£
COST
At 1 December 2022
and 30 November 2023 19,469,932
AMORTISATION
At 1 December 2022 2,217,409
Amortisation for year 648,998
At 30 November 2023 2,866,407
NET BOOK VALUE
At 30 November 2023 16,603,525
At 30 November 2022 17,252,523

11. TANGIBLE FIXED ASSETS

Group
Plant and
machinery
£
COST
At 1 December 2022 142,767
Additions 10,776
At 30 November 2023 153,543
DEPRECIATION
At 1 December 2022 94,232
Charge for year 11,862
At 30 November 2023 106,094
NET BOOK VALUE
At 30 November 2023 47,449
At 30 November 2022 48,535

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 December 2022 20,328,325
Additions 750
Disposals (72,201 )
At 30 November 2023 20,256,874
NET BOOK VALUE
At 30 November 2023 20,256,874
At 30 November 2022 20,328,325

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

AMD Environmental Limited
Registered office: Jupiter House, Orbital One, Green Street Green Road, Dartford, Kent, DA1 1QG
Nature of business: MEP services
%
Class of shares: holding
Ordinary 100.00
Ordinary A/B/C/E/F 100.00

AMD FM Limited
Registered office: Jupiter House, Orbital One, Green Street Green Road, Dartford, Kent, DA1 1QG
Nature of business: Dormant
%
Class of shares: holding
Ordinary 75.00

The share in AMD FM Limited was transferred from AMD Environmental Limited to AMD Group Holdings Limited in the year. A further share issue was declared in the year.

AMD Environmental (North) Limited
Registered office: Jupiter House Orbital One, Green Street Green Road, Dartford, Kent, United Kingdom, DA1 1QG
Nature of business: MEP services
%
Class of shares: holding
Ordinary 75.00


AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


13. STOCKS

Group
2023 2022
£ £
Stocks 1,000 1,000

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Trade debtors 1,867,568 1,119,745 - -
Amounts owed by group undertakings - - 18,038 19,308
Amounts recoverable on
contracts 1,047,692 2,594,659 - -
Other debtors 6,046 - 150 -
VAT 3,607 130,437 - -
Prepayments and accrued income 101,174 95,153 - -
3,026,087 3,939,994 18,188 19,308

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts payable on contracts 1,893,114 1,842,970 - -
Trade creditors 1,516,191 1,396,937 - -
Amounts owed to group undertakings - - 750 750
Corporation Tax 172,249 9,997 - -
Social security and other taxes 115,347 100,144 - -
Other creditors 6,713 4,383 - -
Accruals and deferred income 259,597 272,438 - -
3,963,211 3,626,869 750 750

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

Group Company
2023 2022 2023 2022
£ £ £ £
Preference shares (see note 17) 1,300,000 1,300,000 1,300,000 1,300,000
Accumulated preference share
dividends 5,727 4,427 5,727 4,427
1,305,727 1,304,427 1,305,727 1,304,427

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


17. LOANS

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Preference shares 1,300,000 1,300,000 1,300,000 1,300,000

Preference shares are entitled to vote only on resolutions concerning amendment of rights of the preference shareholders, or resolutions which bear on the rights of ordinary shareholders vis-à-vis the rights of preference shareholders.

The shares are fixed, cumulative, have preferential dividends of 0.1% per annum and will remain unpaid until exit or liquidation of the company.

The preference shareholders are permitted to participate in further dividends at board's discretion. On a return of assets, they are entitled in preference to ordinary shareholders to capital paid up on shares plus any arrears/accruals of the preference dividend. Preference shares are non redeemable.

Details of shares shown as liabilities are as follows:

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
1,300,000 Preference £1 1,300,000 1,300,000

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2023 2022
£ £
Within one year 176,150 148,653
Between one and five years 152,641 243,014
328,791 391,667

19. PROVISIONS FOR LIABILITIES

Group
2023 2022
£ £
Deferred tax 11,369 3,640

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


19. PROVISIONS FOR LIABILITIES - continued

Group
Deferred tax
£
Balance at 1 December 2022 3,640
Accelerated capital allowances (163 )
Tax losses utilised 7,892
Balance at 30 November 2023 11,369

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
100,000 Ordinary £1 100,001 100,000

1 Ordinary share of £1 was allotted as fully paid at a premium of 149 during the year.

The holders of ordinary shares are entitled to vote at general meetings and, on a poll, shall have one vote per share. Company profits which the directors resolve to distribute shall be applied in paying a pro rata dividend. On a return of assets (on liquidation or otherwise), the holders of ordinary shares are entitled to be paid out of remaining surplus assets of the company (after liabilities are paid and capital on preference shares is paid up). The ordinary shares are non redeemable.

21. PENSION COMMITMENTS

At the balance sheet date the group had an outstanding pension contributions liability of £11,364 (2022: £10,762).

22. RELATED PARTY DISCLOSURES

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

During the year rental and service charge payments of £127,824 (2022: £186,565) were charged from self administered pension schemes of which the directors are beneficiaries. Within trade creditors is £49,036 (2022: £35,814) owed to the pension schemes.

Transactions between not wholly owned group companies
During the current, and prior, year a member of the group incurred expenses and issued sales invoices on behalf of another member of the group.

The ultimate controlling parties are J A King and M G Sullivan by virtue of their shareholdings.

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


23. SHARE-BASED PAYMENT TRANSACTIONS

Equity settled share option scheme

The group has established an Enterprise Management Incentive ('EMI') scheme ('the Scheme') under which share options have been granted to 8 employees of the group. The Scheme is an equity-settled share based payment arrangement whereby the employees are granted share options over the parent company's equity instruments.

The scheme includes non-market-based vesting conditions only, whereby the share options may be exercised from the date that they vest until the 10th anniversary of the date of the grant upon an exit event only. There are no performance based vesting conditions and the only vesting requirement is that the recipient remain in employment with a group company together with the occurrence of an exit event.

A credit of £72,201 (2022: charge of £79,989) in respect of this scheme is recognised within the Income Statement and made against a separate reserve being a capital contribution from the parent company. Share option activity for the period ended 30 November 2023 is presented below.

Number of Weighted
options average
exercise price
£
2023 2023
Outstanding at start of period 6,969 1.00
Granted during the period - -
Forfeited during the period (2,584 ) -
Exercised during the period - -
Outstanding at end of period 4,385 1.00
Exercisable at end of period - 1.00

2022 2022
Outstanding at start of period 7,869 1.00
Granted during the period - -
Forfeited during the period (900 ) -
Exercised during the period - -
Outstanding at end of period 6,969 1.00
Exercisable at end of period - 1.00

Weighted average remaining contractual life (in years) of
options outstanding at the year end 7.62

AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


The estimated fair value of the share options was calculated by applying a Black-Scholes model as it is recognised as an appropriate model for valuing share options with non-market-based vesting conditions. The model inputs for the option grants were as follows:

Exercise price £1
Share price at date of grant £84.15
Risk-free interest rate 2%
Expected volatility 30%
Dividend yield 0%
Contractual life of option (years) 10

Expected volatility was based on historical volatility of comparable listed companies, which may not necessarily be the actual outcome.

24. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£ £
Profit before taxation 866,514 231,428
Depreciation charges 660,860 661,132
Finance costs 1,300 1,912
Finance income (103,118 ) (17,611 )
1,425,556 876,861
Decrease/(increase) in trade and other debtors 914,055 (1,233,126 )
Increase in trade and other creditors 100,378 261,316
Cash generated from operations 2,439,989 (94,949 )

25. CASH AND CASH EQUIVALENTS

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

Year ended 30 November 2023
30/11/23 1/12/22
£ £
Cash and cash equivalents 4,031,173 2,407,297
Year ended 30 November 2022
30/11/22 1/12/21
£ £
Cash and cash equivalents 2,407,297 3,283,992


AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023


26. ANALYSIS OF CHANGES IN NET FUNDS

At 1/12/22 Cash flow At 30/11/23
£ £ £
Net cash
Cash at bank and in hand 2,407,297 1,623,876 4,031,173
2,407,297 1,623,876 4,031,173
Debt
Debts falling due after 1 year (1,300,000 ) - (1,300,000 )
(1,300,000 ) - (1,300,000 )
Total 1,107,297 1,623,876 2,731,173