REGISTERED NUMBER: 10637464 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CLUBB HOLDING LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTOR:

R M P P Reef

REGISTERED OFFICE:

C5 Premier Business Centre

Newgate Lane

Fareham

Hampshire

PO14 1TY

REGISTERED NUMBER:

10637464 (England and Wales)

AUDITORS:

TC Group

Suite 4

2nd Floor

New Kings Court

Eastleigh

SO53 3LG

The director presents his strategic report for the year ended 31 December 2024.

The principal activity of the company is that of a holding company.

REVIEW OF BUSINESS

For the group, 2024 was another year of restructuring and replacement to ensure we have a highly functioning team in place. Two key new positions were created which were a Technical Supervisor, and a General Manager. Steve Large has been recruited to the General Manager position and now completes the senior leadership team.

2024 and 2025 have seen a further increased focus on integrating the Clubb companies into the Agar group, and exploring further synergies that can be made across the group. With the exit of the Remix Dry Mortars Ltd's Managing Director, the Senior Leadership team of the Clubb businesses, led by Larry Dale as Managing Director, now heads up all three trading business within the group. This has cascaded down with management of the Transport, Compliance and Operations functions all now being managed as group functions. This is in addition to Finance which became a group managed function in 2023.

The market throughout 2024 Continued to be challenging and overall construction activity fell back 3% on a poor 2023, most of the decline came at the end of Q2 after what was a reasonable start, overall Sand and Gravel sales in the UK were back circa 7% on 2023. The main driver of the downturn was a significant drop in Housing starts which were 11% behind 2023.

The directors believe that the underlying acute housing shortage, and Government pledges to boost Housebuilding will drive growth in the future within the sectors in which the company trades, and opportunities for good trading partnerships already developed will continue.

PRINCIPAL RISKS AND UNCERTAINTIES

Any business faces a number of risks, and these are reviewed thoroughly and regularly by the directors. These reviews consider only the principal risks and uncertainties that the company faces:

- Health Safety and wellbeing

- Market volatility

- Escalating energy and environmental costs

- Escalating prices and shortages of transport

- Escalating prices of all materials and goods

- Retention of key staff

- Sustainability target areas costs

The Directors are comfortable with managing these risks, and throughout 2024 many new initiatives, and KPIs have been embedded into the business to recognise and counter them.

FINANCIAL KEY PERFORMANCE INDICATORS

The company has not traded in the year but the most important key performance indicators for the company, and its main trading subsidiary, are:

- Volume Output

- Selling Price

- Gross Margin

- Debtor Days

- Distribution Costs

- Labour Costs

These key performance indicators are monitored by both local management and the directors of the company and any key adjustments to operations are made as necessary.

ON BEHALF OF THE BOARD:

R M P P Reef - Director

30 September 2025

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTOR

R M P P Reef held office during the whole of the period from 1 January 2024 to the date of this report.

FINANCIAL INSTRUMENTS

The company has various financial instruments such as trade debtors and trade creditors which arise directly from operations. The company does not enter into derivative transactions. The main financial risks arising from the company's activities are credit risk. The associated risk is monitored by the board of directors and are mitigated to an acceptable level. Other associated risks are exposure to foreign exchange movements and interest rate changes, which are deemed to be low risk due to low level of trade in currencies other than UK Sterling and there being no debt leveraged in the business.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic

report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R M P P Reef - Director

30 September 2025

Opinion

We have audited the financial statements of Clubb Holding Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 December 2024;

-	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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the Companies Act 2006) and the relevant tax compliance regulations in the UK.

We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes and discussions with those charged with governance.

We assess the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the

company has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.

Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulations identified in the paragraphs above.

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

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.

Richard Gillespie FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Suite 4

2nd Floor

New Kings Court

Eastleigh

SO53 3LG

30 September 2025

TURNOVER

-

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

-

Tax on profit

4

-

-

PROFIT FOR THE FINANCIAL YEAR

-

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

-

FIXED ASSETS

Investments

5

480,020

480,020

CURRENT ASSETS

Debtors

6

133,013

133,013

NET CURRENT ASSETS

133,013

133,013

TOTAL ASSETS LESS CURRENT LIABILITIES

613,033

613,033

CAPITAL AND RESERVES

Called up share capital

7

251,447

251,447

Share premium

121,576

121,576

Retained earnings

240,010

240,010

SHAREHOLDERS' FUNDS

613,033

613,033

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

R M P P Reef - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

251,447

240,010

121,576

613,033

Changes in equity

Balance at 31 December 2023

251,447

240,010

121,576

613,033

Changes in equity

Balance at 31 December 2024

251,447

240,010

121,576

613,033

1.	STATUTORY INFORMATION

Clubb Holding 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 presentational and functional currency of these financial statements is GBP. Values are rounded to the nearest pound.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Agar Dry Mortar Holding Limited as at 31 December 2024 and these financial statements may be obtained from Company House.

Preparation of consolidated financial statements

The financial statements contain information about Clubb Holding Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Agar Dry Mortar Holding Limited, C5 Premier Business Centre, Newgate Lane, Fareham, Hampshire, PO14 1TY.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from bank and other third parties, loan's to related parties and investments in ordinary shares.

Short term debtors and creditors are measured at the transaction price. Other financial instruments,

including loans, are measured initially at fair value, net of transaction costs, and are measured

subsequently at amortised cost using the effective interest method, less any impairment.

Financial liabilities and equity are classified according to the substance of the financial instrument's

contractual obligations, rather than the financial instrument's legal form.

.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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

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

The director has not received remuneration through Clubb Holding Limited in the current or previous year.

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

480,020

NET BOOK VALUE

At 31 December 2024

480,020

At 31 December 2023

480,020

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

Clubb Sand and Gravel Limited

Registered office: C5 Premier Business Centre, Newgate Lane, Fareham, Hampshire, England, PO14 1TY

Nature of business: Aggregates and ready mix concrete

%

Class of shares:

holding

Ordinary

100.00

Hye Oak Limited

Registered office: C5 Premier Business Centre, Newgate Lane, Fareham, Hampshire, England, PO14 1TY

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

J. Clubb & Son Limited

Registered office: C5 Premier Business Centre, Newgate Lane, Fareham, Hampshire, England, PO14 1TY

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Clubbs Estates Limited

Registered office: C5 Premier Business Centre, Newgate Lane, Fareham, Hampshire, England, PO14 1TY

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Clubb's Washed Gravel Company Limited

Registered office: C5 Premier Business Centre, Newgate Lane, Fareham, Hampshire, England, PO14 1TY

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Clubb Sand and Gravel Ltd is 100% owned directly by the Company.

All other subsidiaries are 100% owned indirectly by the Company.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

133,013

133,013

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

251,447

Ordinary

£1

251,447

251,447

8.	RELATED PARTY DISCLOSURES

FRS102 does not require disclosure of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

9.	ULTIMATE CONTROLLING PARTY

The immediate controlling party is Agar Dry Mortar Holding Ltd.

Remix International BV is the ultimate parent company which is incorporated in the Netherlands.

The registered office of Remix International BV is Kanaalstraat 20, 7553 GP Hengelo, Netherlands.

The smallest and largest group for which consolidated accounts are prepared that include the results of the Company are those of Agar Dry Mortar Holding Limited.