REGISTERED NUMBER: 01123497 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

M J HILLSON GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

M J Hillson

S M Lobley

M J Hillson

SECRETARY:

L A Hillson

REGISTERED OFFICE:

29 Clophill Road

Maulden

Bedfordshire

MK45 2AA

REGISTERED NUMBER:

01123497 (England and Wales)

SENIOR STATUTORY AUDITOR:

David Rawlinson FCA FCCA

AUDITORS:

Rawlinson Pryde Limited

Chartered Accountants and

Statutory Auditors

Argent House

5 Goldington Road

Bedford

Bedfordshire

MK40 3JY

BANKERS:

National Westminster Bank Plc

81 High Street

Bedford

MK40 1YN

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The financial position of the Group is very strong. Disciplined contract selection, consistent operational delivery and diversified income ensure resilience and the Group is well placed to deliver strategies for growth potential.

As we look to the future our strong balance sheet and cash position ensures a sound sustainable foundation for now and allows us to invest time and energy into our longer-term improvement objectives.

Investment has continued in people, processes, IT and technology, with an emphasis on maintaining quality standards, health and safety compliance and strong customer service.

We continue to focus on maintaining and growing relationships with our key stakeholders, including our supply chain. Many of our suppliers are long term partners of the group and we value their contribution.

Our employees are at the forefront of our business. We are proud of our people who have the passion, commitment and range of expertise we need to support and make a difference for our customers. Our key priorities are to provide our employees with a fair, respectful and safe environment in which to work: having regard for their health and wellbeing, investing in their personal development and career progression and creating an open and honest culture that promotes diversity and inclusion.

We continue to offer apprenticeships as a key means of upskilling employees and bringing in diverse emerging talent to reduce the industry skills gap. In 2024 we had 20 apprentices/trainees participating in programmes representing 25% of our workforce.

PRINCIPLE ACTIVITIES

M J Hillson Group Limited is a financially robust holding company providing Management, Financial, Human Resources and Training services from its head office to its subsidiaries. Income is generated from management charges and rental of factory units situated at 29 Clophill Road, Maulden, Beds where it also owns development land.

The holding company structure supports centralised governance, operational efficiency and talent development with opportunities existing to enhance intercompany collaboration.The Company must also have regard to the overall strategic direction of the Group. Any decisions are considered from the perspective of the company and group, ensuring that decisions are beneficial to its stakeholders as well as having regard to the long term sustainable success of the group as a whole.

The principle activities of the subsidiary companies are as carpentry and joinery subcontractors operating within the construction industry.

M J Hillson Limited is a premier supply and fix carpentry and joinery subcontractor, renowned for it expertise in fire doors and high end joinery packages. Leveraging a robust, globally established supply chain, we deliver cost effective, high quality solutions tailored to our clients needs. This strategic advantage has fostered a consistent project pipeline, underpinned by enduring relationships with both new and repeat clients and a strong reputation for exceptional craftsmanship and reliability.

Despite a challenging economic backdrop, with continued inflationary pressures, government policy, skill shortage, higher interest rates and supply chain disruption across the sector, the company has performed satisfactorily and remains financial stable.

Innovation On-Site Limited is a leading labour only subcontractor specialising in carpentry, joinery and timber frame erection work packages, alongside the installation of high quality engineered windows and doors sets. Renowned for its commitment to excellence the company has cultivated enduring partnerships and a strong reputation for repeat business with top tier residential housing construction companies across London and its surrounding counties.

Several large projects during the year were built months ahead of the forecasted time, increasing turnover in the first 6 months. The impact of this was realised in the later months of the year as our clients couldn't hand over buildings and new projects didn't start.

PRINCIPLE ACTIVITIES CONTINUED

On 24 October 2024 Innovation On-Site Ltd became a fully owned subsidiary of M J Hillson Group Ltd.

KEY PERFORMANCE INDICATORS ('KPI'S)

The Key financial highlights for the Group

31.12.24

31.12.23

£

£

Turnover

12,778,729

17,262,234

Gross profit

2,263,612

3,029,282

Gross profit margin %

17.7%

17.9%

Training costs % of administrative expenses

7.5%

7.9%

Profit before tax

501,409

788,130

Balance sheet value

9,035,510

9,968,208

Cash at bank and in hand

6,033,241

6,587,298

PRINCIPAL RISKS AND UNCERTAINTIES

The board of directors have the overall responsibility for the Groups' approach to assessing risk and the directors and senior management teams in the subsidiaries are responsible for managing risk and maintaining appropriate control environments.

The Group's operations expose it to a variety of risks and the principal risks facing the group are:

Liquidity Risk

The Group works closely with its subsidiaries regarding it's liquidity requirements. There are no complex financial instruments, nor does the Group have any hedging products or third party borrowings. Fluctuations in project timing and client payment terms can affect working capital but the director's are confident they can met their obligations as they fall due.

Industry Risk

The construction industry remains highly competitive and inherent risks exist of supply chain volatility, escalating material costs, workforce shortages and complex regulatory environments. Regular progress/project monitoring and proactive communication with stakeholders helps to mitigate these risks to ensure seamless collaboration and timely issue resolution.

Regulatory Risk

Land development is subject to regulatory risks, changes in planning laws, environmental regulations, taxation and Government policy. The Group mitigates these risks by engaging with regulatory bodies, local communities and using external professional advisors and specialist consultants to ensure compliance with changes in planning laws ensuring detailed feasibility studies are carried out prior to application.

Health and Safety

The nature of the construction industry presents inherent health and safety risks. Failure to comply with legal and regulatory requirements could result in accidents, penalties and reputations damage. Our strategic objective includes mitigating the risk of significant workplace accidents and occupational ill health by embedding a proactive safety culture and robust risk management systems across the Group.

Quality Risk

The Group implements enhanced quality assurance protocols and advanced risk mitigation strategies to address the potential risk of substandard construction quality which could negatively impact project timelines, budgets and the

Group's long term reputation.

Staff Retention and Succession Planning

The Group relies on a skilled workforce and experienced management team. Loss of key personnel could disrupt operations. The Group fosters a culture of continuous learning and development and invests in training and development reducing the reliance on external hiring for senior leadership roles.

The implementation of this strategic succession plan will result in a strengthened leadership pipeline thereby mitigating the impact of senior leadership turnover and enhancing overall organisational performance and stability.

NON FINANCIAL MATTERS

Environmental

The Group recognises it's responsibilities to the environment and is committed to reducing it's impact through sustainable practices, waste reduction, recycling initiatives, energy efficiency and efficient use of resources.

Employee Wellbeing

Our strategic commitment is to foster a healthy, happy and productive workforce by productively embedding

wellbeing into our organisational culture and practices.

The board regularly considers opportunities for staff engagement, workplace wellbeing initiatives and organisational development and individual competence and upskilling needs.

We have a fair, inclusive and merit based approach to recruitment and an exemplary gender diversity record.

GOING CONCERN

The Directors are satisfied that the group has adequate resources to meet it's obligations as they fall due for a period of at least twelve months from the date of approval of these financial statements and, for this reason, they continue to adopt the going concern basis of preparing these financial statements.

ON BEHALF OF THE BOARD:

S M Lobley - Director

26 September 2025

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

DIVIDENDS

An interim dividend of 727.46 per share was paid on 31 December 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 144,765 .

DIRECTORS

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

M J Hillson

S M Lobley

M J Hillson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

S M Lobley - Director

26 September 2025

Opinion

We have audited the financial statements of M J Hillson Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 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

Since fixed assets, amounts recoverable on contracts, trade creditors, accruals and deferred income and corporation tax enter into the determination of the financial performance and cash flows, we were unable to determine whether adjustments might have been necessary in respect of the profit for the year reported in the statement of comprehensive income and the net cash flows from operating activities reported in the statement of cash flows.

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 qualified opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

- Enquiry of management and those charged with governance around actual and political litigation and claims;

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

- Performing audit work over the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, evaluation the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit there is risk that we will not detect all irregularities including those leading to material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with 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.

Other matters

The prior-period financial statements for the year ended 31 December 2023 were unaudited.

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.

David Rawlinson FCA FCCA (Senior Statutory Auditor)

for and on behalf of Rawlinson Pryde Limited

Chartered Accountants and

Statutory Auditors

Argent House

5 Goldington Road

Bedford

Bedfordshire

MK40 3JY

26 September 2025

TURNOVER

5

12,778,729

17,262,234

Cost of sales

10,515,117

14,169,952

GROSS PROFIT

2,263,612

3,092,282

Administrative expenses

1,982,504

1,735,969

281,108

1,356,313

Other operating income

6

111,931

124,935

OPERATING PROFIT

9

393,039

1,481,248

Innovation On-Site Limited repurchase of share

11

-

690,000

393,039

791,248

Interest receivable and similar income

213,135

34,382

606,174

825,630

Gain/loss on revaluation of investment property

(54,000

)

-

552,174

825,630

Interest payable and similar expenses

12

50,765

37,500

PROFIT BEFORE TAXATION

501,409

788,130

Tax on profit

13

240,466

366,487

PROFIT FOR THE FINANCIAL YEAR

260,943

421,643

Profit attributable to:

Owners of the parent

260,943

291,667

Non-controlling interests

-

129,976

260,943

421,643

PROFIT FOR THE YEAR

260,943

421,643

OTHER COMPREHENSIVE INCOME

Deferred tax movement on surplus of

81,451

1

revaluation of freehold property

Unrealised surplus on revaluation of

75,673

6

freehold property

Acquisition of non-controlling interest

172,937

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

330,061

7

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

591,004

421,650

Total comprehensive income attributable to:

Owners of the parent

591,004

291,674

Non-controlling interests

-

129,976

591,004

421,650

FIXED ASSETS

Tangible assets

16

785,613

611,265

Investments

17

-

-

Investment property

18

4,241,245

3,708,944

5,026,858

4,320,209

CURRENT ASSETS

Stock and work in progress

19

1,717,115

2,094,796

Debtors

20

3,865,639

3,076,839

Cash at bank

6,003,241

6,587,298

11,585,995

11,758,933

CREDITORS

Amounts falling due within one year

21

6,456,462

5,382,601

NET CURRENT ASSETS

5,129,533

6,376,332

TOTAL ASSETS LESS CURRENT LIABILITIES

10,156,391

10,696,541

CREDITORS

Amounts falling due after more than one year

22

(400,000

)

-

PROVISIONS FOR LIABILITIES

25

(720,881

)

(728,333

)

NET ASSETS

9,035,510

9,968,208

CAPITAL AND RESERVES

Called up share capital

26

199

199

Revaluation reserve

27

511,736

354,612

Capital redemption reserve

27

1

1

Other reserves

27

429,545

256,608

Fair value reserve

27

2,522,437

2,659,088

Retained earnings

27

5,571,592

5,318,763

SHAREHOLDERS' FUNDS

9,035,510

8,589,271

NON-CONTROLLING INTERESTS

28

-

1,378,937

TOTAL EQUITY

9,035,510

9,968,208

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

M J Hillson - Director

FIXED ASSETS

Tangible assets

16

662,585

503,783

Investments

17

1,556,871

350,871

Investment property

18

4,241,245

3,708,944

6,460,701

4,563,598

CURRENT ASSETS

Debtors

20

722,373

275,072

Cash at bank

108,486

117,776

830,859

392,848

CREDITORS

Amounts falling due within one year

21

2,678,421

786,296

NET CURRENT LIABILITIES

(1,847,562

)

(393,448

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,613,139

4,170,150

PROVISIONS FOR LIABILITIES

25

690,576

703,380

NET ASSETS

3,922,563

3,466,770

CAPITAL AND RESERVES

Called up share capital

26

199

199

Revaluation reserve

27

511,736

354,612

Fair value reserve

27

2,522,437

2,659,088

Retained earnings

27

888,191

452,871

SHAREHOLDERS' FUNDS

3,922,563

3,466,770

Company's profit for the financial year

443,434

207,829

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

M J Hillson - Director

Called up

Capital

share

Retained

Revaluation

redemption

capital

earnings

reserve

reserve

£

£

£

£

Balance at 1 January 2023

199

5,174,071

354,606

-

Changes in equity

Dividends

-

(147,702

)

-

-

Total comprehensive income

-

292,394

6

1

Balance at 31 December 2023

199

5,318,763

354,612

1

Changes in equity

Dividends

-

(144,765

)

-

-

Total comprehensive income

-

397,594

157,124

-

199

5,571,592

511,736

1

Acquisition of non-controlling interest

-

-

-

-

Balance at 31 December 2024

199

5,571,592

511,736

1

Fair

Other

value

Non-controlling

Total

reserves

reserve

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2023

256,608

2,659,815

8,445,299

1,266,196

9,711,495

Changes in equity

Dividends

-

-

(147,702

)

(17,235

)

(164,937

)

Total comprehensive income

-

(727

)

291,674

129,976

421,650

Balance at 31 December 2023

256,608

2,659,088

8,589,271

1,378,937

9,968,208

Changes in equity

Dividends

-

-

(144,765

)

-

(144,765

)

Total comprehensive income

172,937

(136,651

)

591,004

-

591,004

429,545

2,522,437

9,035,510

1,378,937

10,414,447

Acquisition of non-controlling interest

-

-

-

(1,378,937

)

(1,378,937

)

Balance at 31 December 2024

429,545

2,522,437

9,035,510

-

9,035,510

Called up

Fair

share

Retained

Revaluation

value

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

199

376,879

354,606

2,659,815

3,391,499

Changes in equity

Dividends

-

(132,564

)

-

-

(132,564

)

Total comprehensive income

-

208,556

6

(727

)

207,835

Balance at 31 December 2023

199

452,871

354,612

2,659,088

3,466,770

Changes in equity

Dividends

-

(144,765

)

-

-

(144,765

)

Total comprehensive income

-

580,085

157,124

(136,651

)

600,558

Balance at 31 December 2024

199

888,191

511,736

2,522,437

3,922,563

Cash flows from operating activities

Cash generated from operations

1

477,714

6,460,726

Interest paid

(50,765

)

(37,500

)

Tax paid

(294,189

)

(15,763

)

Taxation refund

3,577

-

Net cash from operating activities

136,337

6,407,463

Cash flows from investing activities

Purchase of tangible fixed assets

(197,576

)

(258,965

)

Purchase of fixed asset investments

(1,206,000

)

-

Purchase of investment property

(586,301

)

(2,944

)

Sale of tangible fixed assets

16,323

27,796

Interest received

213,135

34,382

Net cash from investing activities

(1,760,419

)

(199,731

)

Cash flows from financing activities

New loans in year

100,000

-

Amount introduced by directors

515,153

149,799

Amount withdrawn by directors

(395,463

)

(14,339

)

Share issue

-

(199

)

Share buyback

-

(690,000

)

Payments on account

965,100

-

Equity dividends paid

(144,765

)

(147,702

)

Net cash from financing activities

1,040,025

(702,441

)

(Decrease)/increase in cash and cash equivalents

(584,057

)

5,505,291

Cash and cash equivalents at beginning of year

2

6,587,298

1,082,007

Cash and cash equivalents at end of year

2

6,003,241

6,587,298