REGISTERED NUMBER: 11354749 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

HMH Company Holdings Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Profit and Loss Account

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

Mr J P Hughes

Mr G May

REGISTERED OFFICE:

HMH House

8 Falcon Court

Preston Farm

Stockton on Tees

TS18 3TS

REGISTERED NUMBER:

11354749 (England and Wales)

AUDITORS:

JBC Accountants Limited

Statutory Auditor

3B Lockheed Court

Preston Farm

Stockton on Tees

TS18 3SH

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

HMH Company Holdings Ltd has continued to operate as the parent company of trading companies which operate in the construction industry.

During the year, it has continued to receive rents from an investment property. It also received a dividend from one of its subsidiaries of £4m, resulting in an increase in profit before tax from £44,739 in 2023 to £4,268,864 in 2024.

It has, in turn, paid a dividend of £7.5m to its parent company, G May Investments Limited,

Cash at bank at 31 December 2024 has fallen to £23,700 from £207,257, largely as a result of the above transactions and other movements on group loans during the year.

Shareholder funds have fallen from £8.3m at 31 December 2023 to £5m at 31 December 2024.

During the year, the remaining 30% shareholding of the company was acquired by G May Investments Limited.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's subsidiaries operate within the inherently volatile construction industry. The directors have developed company policies, which have been designed to identify, manage and limit both existing and possible risks that they may face. These are regularly reviewed and are applied at various management levels.

Financial risk is an integral risk faced by management; in particular, credit risk, largely in respect of the trade debtors of the group. Cash flow risks are managed through the preparation and monitoring of records, forecasts and management accounts, however, the strong cash balances held help to alleviate any potential problems.

Price risk is considered when subsidiaries are tendering for new projects and this is reviewed on an ongoing basis. Procedures are in place for each new contract, to identify and assess potential risks.

Also when tendering for contracts, subsidiaries are faced with a risk of competition. They hope that this is alleviated by the strong reputation 'HMH' has built within the local construction industry.

Business continuity is always a risk, however, there have been no events that would cast any doubt that the companies would not be able to continue to operate in the foreseeable future.

Each subsidiary company is required to comply with relevant legislation, including building standards for construction and the Construction Industry Scheme. Best practice procedures have been established and third party specialists have been engaged to ensure compliance.

ON BEHALF OF THE BOARD:

Mr G May - Director

18 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

An interim dividend of £12,500 per share was paid on 8 February 2024 (2023: £Nil).

FUTURE DEVELOPMENTS

The company intends to build further on the reputation the HMH Group has developed in the area and continue to grow it's market share within the construction industry in the North East.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr J P Hughes

Mr G May

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, JBC Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr G May - Director

18 September 2025

Opinion

We have audited the financial statements of HMH Company Holdings Ltd (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2024 and of its 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 company 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 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 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 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:

Based on our understanding of the company, we identified that the principle risks of non-compliance with laws and regulations related to the requirements of the Health & Safety Act and we considered the extent to which non-compliance might have a material effect on the financial statements.

We also considered those laws and regulations that have a direct impact on the financial statements, such as the Companies Act 2006 and FRS 102.

We evaluated the risk of fraud through management bias and override of controls and determined that the risks related to the posting of inappropriate journal entries or manipulation of accounting estimates.

Audit procedures performed included:

The engagement partner ensuring that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance;

Enquiring of management as to their knowledge of actual, suspected or alleged fraud, actual and potential litigation, claims and instances of non-compliance with laws and regulations;

Testing the existence of internal controls in place to mitigate risks of fraud;

Testing the appropriateness of journal entries, identifying unusual transactions;

Assessing whether the judgements made in making significant accounting estimates are indicative of potential bias;

Designing procedures which included but were not limited to agreeing financial statement disclosure to underlying supporting documentation.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, misrepresentations or through collusion.

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.

Mrs Lynne Dickson FCA (Senior Statutory Auditor)

for and on behalf of JBC Accountants Limited

Statutory Auditor

3B Lockheed Court

Preston Farm

Stockton on Tees

TS18 3SH

19 September 2025

TURNOVER

-

-

Administrative expenses

4,091

3,261

(4,091

)

(3,261

)

Other operating income

48,000

48,000

OPERATING PROFIT

4

43,909

44,739

Income from fixed asset investments

4,000,000

-

4,043,909

44,739

Gain/loss on revaluation of investment property

224,955

-

PROFIT BEFORE TAXATION

4,268,864

44,739

Tax on profit

5

60,308

10,465

PROFIT FOR THE FINANCIAL YEAR

4,208,556

34,274

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,208,556

34,274

FIXED ASSETS

Investments

7

502

502

Investment property

8

500,000

275,045

500,502

275,547

CURRENT ASSETS

Debtors

9

5,223,478

9,116,174

Cash at bank

23,700

207,257

5,247,178

9,323,431

CREDITORS

Amounts falling due within one year

10

710,748

1,323,892

NET CURRENT ASSETS

4,536,430

7,999,539

TOTAL ASSETS LESS CURRENT LIABILITIES

5,036,932

8,275,086

PROVISIONS FOR LIABILITIES

11

53,290

-

NET ASSETS

4,983,642

8,275,086

CAPITAL AND RESERVES

Called up share capital

12

600

600

Retained earnings

13

4,983,042

8,274,486

SHAREHOLDERS' FUNDS

4,983,642

8,275,086

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

Mr G May - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

600

8,240,212

8,240,812

Changes in equity

Total comprehensive income

-

34,274

34,274

Balance at 31 December 2023

600

8,274,486

8,275,086

Changes in equity

Dividends

-

(7,500,000

)

(7,500,000

)

Total comprehensive income

-

4,208,556

4,208,556

Balance at 31 December 2024

600

4,983,042

4,983,642

Cash flows from operating activities

Cash generated from operations

1

44,514

44,739

Tax paid

(10,465

)

(8,054

)

Net cash from operating activities

34,049

36,685

Cash flows from investing activities

Dividends received

4,000,000

-

Net cash from investing activities

4,000,000

-

Cash flows from financing activities

Loans issued to parent

(3,251,780

)

(884,002

)

Loans issued to group companies

(4,615,206

)

(1,200,026

)

Loans issued by group companies

3,649,380

2,161,953

Loan from parent

7,500,000

-

Equity dividends paid

(7,500,000

)

-

Net cash from financing activities

(4,217,606

)

77,925

(Decrease)/increase in cash and cash equivalents

(183,557

)

114,610

Cash and cash equivalents at beginning of year

2

207,257

92,647

Cash and cash equivalents at end of year

2

23,700

207,257

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

31/12/24

31/12/23

£

£

Profit before taxation

4,268,864

44,739

Gain on revaluation of fixed assets

(224,955

)

-

Finance income

(4,000,000

)

-

43,909

44,739

Increase in trade and other creditors

605

-

Cash generated from operations

44,514

44,739

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

23,700

207,257

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

207,257

92,647

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

207,257

(183,557

)

23,700

207,257

(183,557

)

23,700

Total

207,257

(183,557

)

23,700

1.	STATUTORY INFORMATION

HMH Company Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

It's place of business is Falcon Court, Stockton-on-Tees.

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 as modified by the revaluation of certain assets.

Related party exemption

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

31/12/24

31/12/23

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

31/12/24

31/12/23

£

£

Auditors' remuneration

3,905

3,038

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31/12/24

31/12/23

£

£

Current tax:

UK corporation tax

7,018

10,465

Deferred tax

53,290

-

Tax on profit

60,308

10,465

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31/12/24

31/12/23

£

£

Profit before tax

4,268,864

44,739

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.391%)

1,067,216

10,465

Effects of:

Income not taxable for tax purposes

(1,056,238

)

-

Group loss relief

(3,960

)

-

Deferred tax on revaluation gains

53,290

-

Total tax charge

60,308

10,465

6.

DIVIDENDS

31/12/24

31/12/23

£

£

Ordinary shares of £1 each

Interim

7,250,000

-

Ordinary B shares of £1 each

Interim

250,000

-

7,500,000

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

502

NET BOOK VALUE

At 31 December 2024

502

At 31 December 2023

502

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

HMH Civils Limited

Registered office: United Kingdom

Nature of business: Civil Engineering

%

Class of shares:

holding

Ordinary £1

100.00

Ordinary £1 B

100.00

31/12/24

31/12/23

£

£

Aggregate capital and reserves

5,845,010

9,333,468

Profit for the year

511,542

1,954,902

HMH Utilities Ltd

Registered office: United Kingdom

Nature of business: Construction

%

Class of shares:

holding

Ordinary £1

100.00

HMH Developments Limited

Registered office: United Kingdom

Nature of business: Construction

%

Class of shares:

holding

Ordinary £1

100.00

HMH Homes Limited

Registered office: United Kingdom

Nature of business: House-building

%

Class of shares:

holding

Ordinary £1

100.00

HMH Plant Hire Ltd

Registered office: United Kingdom

Nature of business: Plant hire

%

Class of shares:

holding

Ordinary £1

100.00

31/12/24

31/12/23

£

£

Aggregate capital and reserves

688,410

702,082

(Loss)/profit for the year

(13,672

)

62,204

8.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

275,045

Revaluations

224,955

At 31 December 2024

500,000

NET BOOK VALUE

At 31 December 2024

500,000

At 31 December 2023

275,045

Fair value at 31 December 2024 is represented by:

£

Valuation in 2024

224,955

Cost

275,045

500,000

If investment property had not been revalued it would have been included at the following historical cost:

31/12/24

31/12/23

£

£

Cost

275,045

275,045

Investment property was valued on an open market basis on 31 December 2024 by the directors .

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Amounts owed by group undertakings

5,222,682

9,115,378

Other debtors

616

616

Directors' current accounts

180

180

5,223,478

9,116,174

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Amounts owed to group undertakings

700,100

1,310,402

Tax

7,018

10,465

Accruals and deferred income

3,630

3,025

710,748

1,323,892

11.	PROVISIONS FOR LIABILITIES

31/12/24

31/12/23

£

£

Deferred tax

Other timing differences

53,290

-

Deferred tax

£

Provided during year

53,290

Balance at 31 December 2024

53,290

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

£

£

580

Ordinary

£1

580

580

20

Ordinary B

£1

20

20

600

600

13.

RESERVES

Retained

earnings

£

At 1 January 2024

8,274,486

Profit for the year

4,208,556

Dividends

(7,500,000

)

At 31 December 2024

4,983,042

14.	ULTIMATE PARENT COMPANY

The immediate parent undertaking is G May Investments Limited.

The smallest and largest group to consolidate these financial statements is G May Investments Limited. The registered office is HMH House, 8 Falcon Court, Preston Farm, Stockton-on-Tees, TS18 3TS.

The ultimate controlling party was considered to be Mr G May until 9 February 2024, when the ultimate controlling party became the HMH Employee Ownership Trust by virtue of its majority shareholding in G May Investments Limited.