The directors present the strategic report and financial statements for the 12-month period ended 31 December 2024.

Future Water MJJV Limited is a civil engineering contractor specialising in the design and construction of Water Projects and specifically reservoirs and associated works. The company operates throughout the United Kingdom.

The company is a joint venture formed by J T Mackley & Co Ltd and Jones Bros Ruthin (Civil Engineering) Co Ltd, and brings together two complementary companies with long-standing reputations for collaboration, a problem-solving culture and technical expertise in their respective fields of civil engineering and earthworks as well as an extensive modern fleet of large plant.

The strategy of the business is to build on the success of securing and delivering the first new reservoir in England for a period of more than 30 years (Havant Thicket), and using the skills and understanding that are so developed to apply to the pipeline of further reservoir opportunities proposed by the sector.

The company did not own any assets in the year of these accounts.

The year was defined by the processes of design development, securing of planning permissions, and site set-up and mobilisation including early material sourcing and procurement for Havant Thicket reservoir. Some large change orders on the project were the subject of detailed analysis and discussion with the client and other key stakeholders, relating both to relic shears beneath the proposed earth embankments and to the potential introduction of new scope to increase water supply capacity.

Turnover in the year was £34.6m with much of the work undertaken by the two shareholder companies according to the split of scope along areas of expertise. Key subcontractors were engaged in design, consenting and environmental plans and studies. Progress of the sustainability goals has been good with a high level of local recruitment, training and development including STEM activities. A machine operator training site has been installed at our first project and used to upskill local people for work. Many visits have been hosted ranging from senior delegations from UK and overseas industry through to local school children. EV chargers are installed on site and use of grey water has been adopted where feasible.

The market for the known pipeline of up to 9 further reservoirs in England is strong, with a number of large tier 1 companies showing interest in early contractor engagement and enabling works. Future Water MJJV Ltd maintain a unique position delivering the first reservoir for more than 30 years and are aware of the value of the knowledge and experience developed within our team.

Interest in the investment in additional potable water supply has been sustained for a number of years and has cross-party support as well as within the current regulatory body and public at large. Confidence in a significant spend to implement some, if not all, of the reservoir pipeline is accordingly high.

HM Government has stated a clear intent to facilitate these projects including through appropriate guidance and alignment with the regulators of the sector (noting that these may be rationalized over coming years).

The directors consider that the key performance indicators and risk mitigation measures below enable the business to be managed robustly and strategically and support the organisational growth plans.

Turnover in year 2024            £34.6m

Cash & Equivalents            £3.8m

Long Term Liabilities            £1.3m

The Board (which includes the directors) meets monthly to monitor the progress of the business and to evaluate and discuss business objectives, principal risks and KPIs, and to monitor strategy. This is augmented by quarterly meetings with parent company executives. This process ensures that any risks and uncertainties are identified and understood by stakeholders as appropriate.

The directors have identified the following principal risks and uncertainties affecting the company:

Market risk - The company can be affected by delays in construction programme (and associated costs) and uncertainties in the regulatory and political environment, finance, design and planning. We manage this by engaging with the client’s representatives and stakeholders with the aim of being a strategic partner throughout the whole project.

The clarity of the known pipeline of reservoir opportunities enables a focused approach to business development and growth, targeting specific clients and projects of best fit. In this sector, quality is the major element of procurement models along with the ability to work alongside financial bodies and to navigate the approvals processes. We have to explore initiatives such as innovation, social value, sustainability and added value, as part of this quality drive. Future Water functions well as a collaborative partner to clients and we consider this to be a particular strength.

Health, Safety and Quality risk – the company can be affected by compliance and reputational risks. We manage this by continuing to comply with the accredited systems of the shareholders, which is verified by audit. During 2024 there were no reportable incidents. The directors recognise that accidents are always possible and are committed to avoiding work related injuries and promoting wellbeing through effective planning, training and ongoing communication. A team of Mental Health First Aiders is established in the business.

Environment risk - as a civil engineering contractor the company can be affected by environmental risks. The company strives to continually improve its environmental performance through our ongoing sustainability initiatives.

Procurement risk – the company can be affected by inflation, currency, supply chain failure and any other risks. Inflation risks are mitigated by the contract conditions, and we apply protective clauses to tenders where the project period is in excess of 12 months. Materials and energy prices have stabilised in 2024 compared to earlier volatile periods post-Covid and the earlier part of the Ukraine conflict.

People risk – the biggest risk is staff turnover and possible shortage of key resources. We mitigate this by maintaining relationships with our supply chain, particularly to manage staffing requirements, and by strategic and targeted training processes. We have drawn on expertise from parent companies to build skills and capacity within the company. The HR departments have led the development and implementation of a people strategy to recruit locally and build capacity within the market.

As referred to in the accounting policies note, the company continues to operate as a going concern.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 December 2024.

The principal activity of the company will continue to be that of civil engineering.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report 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 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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.

We have audited the financial statements of Future Water MJJV Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 result 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 Auditor's 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 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 our audit:

• the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the company’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, long term contract valuations and compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Reviewing minutes of contract meetings and ensuring controls are adhered to;

• Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to contract valuations and retentions; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transaction's reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Future Water MJJV Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bankside House, Henfield Road, Small Dole, West Sussex, BN5 9XQ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the company’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.true

Revenue is recognised at the fair value of the consideration received or receivable for construction services provided in the normal course of business, and is shown net of VAT and trade discounts.

Revenue from contracts for the provision of construction services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include other receivables and cash and bank balances, are initially measured at transaction price including transaction costs.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including trade and other payables are initially recognised at transaction price.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue derived from construction services include a judgement of the stage of completion at the period end. This judgement is used to determine the amount of revenue and profit to recognise in relation to each contract, which is still ongoing at the end of the reporting period. The stage of completion is calculated based on the assessment of qualified quantity surveyors of the costs incurred for work performed in conjunction with expected final contract costs and overall profitability.

The whole of the turnover is attributable to the one principal activity of the company.

All turnover arose within the United Kingdom.

The average monthly number of persons (excluding directors) employed by the company during the year was 0 (2023 : 0)

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

There is a cross guarantee and indemnity between the companies, J.T. Mackley & Co. Limited, Van Oord Dredging and Marine Contractors B.V, Jones Bros. Ruthin (Civil Engineering) Co. Limited and Jones Bros. Ruthin Co Limited dated 7 July 2023 in relation to one ongoing contract with the guarantors each guaranteeing their respective performance, obligations and liabilities under the shareholder's joint venture agreement within Future Water MJJV Limited.

Van Oord Dredging and Marine Contractors B.V and Jones Bros. Ruthin Co Limited have both entered into parent company guarantees with Portsmouth Water Limited. This is in relation to the design and build contract for the main reservoir works being undertaken. The guarantee covers all works and activities carried out by each respective party's subsidiary company as part of the contract.

During the period, the company incurred subcontractor contract costs totalling £11,688,850 (2023 - £8,032,309) and management charges of £197,903 (2023 - £167,954) from J T Mackley & Co Limited, who own 50% of the issued share capital of the company. At the period end, included in trade payables and other non current payables, were total amounts owed to that company of £2,734,079 (2023 - £2,496,342).

During the period, the company incurred subcontractor contract costs totalling £16,404,669 (2023 - £6,954,958) and management charges of £197,903 (2023 - £167,954) from Jones Bros. Ruthin (Civil Engineering) Co. Limited, who own 50% of the issued share capital of the company. At the period end, included in trade payables and other non current payables, were total amounts owed to that company of £1,829,958 (2023 - £2,071,922).