Caseware UK (AP4) 2023.0.135 2023.0.135 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period. The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 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 for the Group's financial statements 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 Group 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 the Group and to 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.0 false 0 2024-01-01 false false false NI639514 2024-01-01 2024-12-31 NI639514 2023-01-01 2023-12-31 NI639514 2024-12-31 NI639514 2023-12-31 NI639514 2023-01-01 NI639514 c:CompanySecretary1 2024-01-01 2024-12-31 NI639514 c:Director1 2024-01-01 2024-12-31 NI639514 c:Director1 2024-12-31 NI639514 c:Director3 2024-01-01 2024-12-31 NI639514 c:Director3 2024-12-31 NI639514 c:Director4 2024-01-01 2024-12-31 NI639514 c:Director6 2024-01-01 2024-12-31 NI639514 c:Director8 2024-01-01 2024-12-31 NI639514 c:Director8 2024-12-31 NI639514 c:Director9 2024-01-01 2024-12-31 NI639514 c:Director10 2024-01-01 2024-12-31 NI639514 c:RegisteredOffice 2024-01-01 2024-12-31 NI639514 c:Agent1 2024-01-01 2024-12-31 NI639514 d:PlantMachinery 2024-01-01 2024-12-31 NI639514 d:PlantMachinery 2024-12-31 NI639514 d:PlantMachinery 2023-12-31 NI639514 d:PlantMachinery d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 NI639514 d:MotorVehicles 2024-01-01 2024-12-31 NI639514 d:MotorVehicles 2024-12-31 NI639514 d:MotorVehicles 2023-12-31 NI639514 d:MotorVehicles d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 NI639514 d:FurnitureFittings 2024-01-01 2024-12-31 NI639514 d:FurnitureFittings 2024-12-31 NI639514 d:FurnitureFittings 2023-12-31 NI639514 d:FurnitureFittings d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 NI639514 d:OfficeEquipment 2024-01-01 2024-12-31 NI639514 d:ComputerEquipment 2024-01-01 2024-12-31 NI639514 d:ComputerEquipment 2024-12-31 NI639514 d:ComputerEquipment 2023-12-31 NI639514 d:ComputerEquipment d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 NI639514 d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 NI639514 d:CurrentFinancialInstruments 2024-12-31 NI639514 d:CurrentFinancialInstruments 2023-12-31 NI639514 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 NI639514 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 NI639514 d:ShareCapital 2024-12-31 NI639514 d:ShareCapital 2023-12-31 NI639514 d:ShareCapital 2023-01-01 NI639514 d:SharePremium 2024-01-01 2024-12-31 NI639514 d:SharePremium 2024-12-31 NI639514 d:SharePremium 2023-12-31 NI639514 d:SharePremium 2023-01-01 NI639514 d:ForeignCurrencyTranslationReserve 2024-01-01 2024-12-31 NI639514 d:MergerReserve 2024-01-01 2024-12-31 NI639514 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 NI639514 d:RetainedEarningsAccumulatedLosses 2024-12-31 NI639514 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 NI639514 d:RetainedEarningsAccumulatedLosses 2023-12-31 NI639514 d:RetainedEarningsAccumulatedLosses 2023-01-01 NI639514 c:OrdinaryShareClass1 2024-01-01 2024-12-31 NI639514 c:OrdinaryShareClass1 2024-12-31 NI639514 c:OrdinaryShareClass1 2023-12-31 NI639514 c:FRS102 2024-01-01 2024-12-31 NI639514 c:Audited 2024-01-01 2024-12-31 NI639514 c:FullAccounts 2024-01-01 2024-12-31 NI639514 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 NI639514 d:Subsidiary1 2024-01-01 2024-12-31 NI639514 d:Subsidiary1 1 2024-01-01 2024-12-31 NI639514 d:Subsidiary2 2024-01-01 2024-12-31 NI639514 d:Subsidiary2 1 2024-01-01 2024-12-31 NI639514 d:Subsidiary3 2024-01-01 2024-12-31 NI639514 d:Subsidiary3 1 2024-01-01 2024-12-31 NI639514 d:Subsidiary4 2024-01-01 2024-12-31 NI639514 d:Subsidiary4 1 2024-01-01 2024-12-31 NI639514 c:Consolidated 2024-12-31 NI639514 c:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 NI639514 2 2024-01-01 2024-12-31 NI639514 4 2024-01-01 2024-12-31 NI639514 6 2024-01-01 2024-12-31 NI639514 e:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Consolidated Financial Statements OHMG (Holdings) Limited For the year ended 31 December 2024 Registered number: NI639514
OHMG (Holdings) Limited
Company Information
Directors | Eamon O'Hare (resigned 24 October 2024)
| Martin Lennon (resigned 31 March 2025)
| Cathal O'Hare
| Noel Hamilton
| Sean O'Hare (resigned 24 October 2024)
| Sean Joseph O'Hare
| Barry Murphy
Company secretary | Barry Murphy
Registered number | NI639514
Registered office | Carnbane House
| Shepherds Way
| Newry
| Down
| BT35 6EE
Independent auditor | Grant Thornton (NI) LLP
| Chartered Accountants & Statutory Auditors
| 12 - 15 Donegall Square West
| Belfast
| BT1 6JH
Bankers | Bank of Ireland
| 12 Trevor Hill
| Newry
| Co. Down
| BT34 1DN
Solicitors | Carson McDowell
| Murray House
| 4 Murray Street
| Belfast
| BT1 6DN
OHMG (Holdings) Limited
Contents
| Page
Group strategic report | 1 - 4
Directors' report | 5 - 7
Independent auditor's report | 8 - 12
Consolidated statement of comprehensive income | 13
Consolidated balance sheet | 14
Company balance sheet | 15
Consolidated statement of changes in equity | 16
Company statement of changes in equity | 17
Consolidated statement of cash flows | 18 - 19
Consolidated analysis of net debt | 20
Notes to the financial statements | 21 - 39
OHMG (Holdings) Limited
Group strategic report For the year ended 31 December 2024
Introduction
The directors are pleased to present their Strategic Report for the year ended 31 December 2024.
Business review
The year marked a period of transition and renewal for the Group. Following the successful completion of several legacy contracts that had been affected by the pandemic and subsequent inflationary pressures, the focus has shifted towards consolidating performance, strengthening governance, and preparing the business for its next phase of growth. During the year, the Group completed a structured transition of ownership from the founding generation to the next, accompanied by enhancements in governance, systems, and financial management. The contracting division, (OHMG), continues to deliver complex multi-million-pound and euro projects across Northern Ireland and the Republic of Ireland. Several recent schemes, including award-winning social and affordable housing projects, have reinforced the Group’s reputation for sustainable, design-led delivery whilst the retail fit-out division continues to perform strongly. Through its joint venture with a European partner, the Group successfully delivered three major school projects in 2024, with a further two progressing well for completion in 2025. Trading conditions have become more favourable during 2025, with greater cost stability, an improving order book, and a clear strategic plan focused on delivery discipline, profitability, and sustainable growth.
Directors' statement of compliance with duty to promote the success of the Group
The Board of Directors of OHMG (Holdings) Limited consider, both individually and together, that they have acted in the way they consider would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024. The following paragraphs summarise how the directors fulfil their duties: Page 1
OHMG (Holdings) Limited
Group strategic report (continued) For the year ended 31 December 2024
Principal risks and uncertainties
The Directors have identified the following areas of risk and uncertainty: Business Performance Risk The business environment continues to be challenging with the key commercial risks being hyperinflation, scarcity of materials and labour, the global pandemic and uncertainty surrounding public expenditure levels. Financial Risk Management The Group's operations expose it to a variety of financial risks that include changes in the price of raw materials and labour, interest rate risk, credit risk, liquidity risk and price and market risk. The directors review and agree policies for managing each of these risks and they are summarised below. The Group uses various financial instruments including investments and cash, and various items, such as trade debtors, trade creditors, and amounts owed to related undertakings that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below. The Group does not make use of derivative transactions to minimise exposure to interest rates or foreign exchange. Liquidity risk The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The Group policy throughout the year has been to ensure continuity of funding by matching the source of funds to the intended use of those funds. Short-term flexibility is achieved through the group's cash reserves. Page 2
OHMG (Holdings) Limited
Group strategic report (continued) For the year ended 31 December 2024
Principal risks and uncertainties (continued)
Credit risk The Group's principal financial assets are cash and amounts recoverable on contracts, whether included in debtors or in stock. The credit risk associated with cash is limited. The principal credit risk arises therefore from contract balances. In order to manage credit risk the directors assess potential customers as part of the tender process, based on a mixture of past history, credit references, and industry knowledge. As payment milestones are normally incorporated into most contracts, most invoices are settled promptly on presentation. Foreign exchange risk Group companies trade in their own currencies. The directors therefore consider that the price and market risk are insignificant. Health & Safety Risk The Group is committed to providing an accident free workplace and achieves this by the implementation of our Occupational Health & Safety Management Systems accredited to ISO 45001:2018. H & S performance is monitored using Key Performance Indicators and regular auditing of sites by a qualified Health & Safety Manager. Management Development The Group recognises that one of our key resources is our employees and we are committed to the effective implementation of our Employee Development & Business Sustainability training programme. This programme has been designed for the dual purpose of developing the individual participants knowledge, management ability and character, resulting in a much stronger, motivated team for the sustainability of the Group. Environmental Risk The Group is committed to maintaining zero impact on our environment and reduce the environmental impacts of our operations on our neighbours and local community. We achieve this through the implementation of our environmental policies, procedures, objectives, targets and training accredited to BS EN ISO 14001:2004. We implement the criterion of the Considerate Constructors Scheme and use KPI's to set and monitor targets. We are committed to providing positive impacts on local communities by providing professional student placements, employing local labour, apprentices and the Long Term Unemployed. Quality The Group's corporate ethos is the delivery of excellence in all of our construction projects through the application of processes and procedures set out in our integrated Safety, Health, Environmental & Quality Management System (SHEQMS) accredited to: • BS EN ISO 9001:2015 • BS EN ISO 14001:2015 • ISO 45001:2018 The SHQEMS incorporates the group structure, planning activities, responsibilities, practices, procedures, processes and resources to ensure we deliver excellence in all our activities. Our continuous improvement process use KPI’s and SMART objectives to set and monitor targets in relation to Safety, Health, Environment, Quality, Sustainability & Employee development in order to take positive action and to instil a culture of continuous improvement. Page 3
OHMG (Holdings) Limited
Group strategic report (continued) For the year ended 31 December 2024
Principal risks and uncertainties (continued)
Sustainability The Group is committed to the proactive promotion & achievement of sustainable construction. We demonstrate this commitment through the implementation of our award winning sustainability processes, and our Accredited Environmental Management System, which enables the group to manage &/or negate our impact on the following: Sustainable Construction Methods, Construction Environmental Management Measures, Conservation, Pollution, procurement, Socio Economic, Bio diversity & Monitoring & auditing our energy carbon & waste streams.
Financial key performance indicators
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the Group, these being turnover and net profit.
|  | 2024 | 2023
|  | £000 | £000
| Turnover | 26,174 | 54,866
| Loss before tax | (2,200) | (2,047)
Other key performance indicators
The directors do not consider any further non-financial key performance indicators to be appropriate. This report was approved by the board on 29 September 2025 and signed on its behalf.
Sean Joseph O'Hare Director
Page 4
OHMG (Holdings) Limited
Directors' report For the year ended 31 December 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 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 for the Group's financial statements 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 Group 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 the Group and to 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.
Principal activity
The Group's principal activity is general contracting.
Dividends
The loss for the year, after taxation, amounted to £2.2m (2023 - loss £3.1m). The directors have not recommended a dividend.
Directors
The directors who served during the year were:
Eamon O'Hare (resigned 24 October 2024)
Martin Lennon (resigned 31 March 2025)
Cathal O'Hare
Noel Hamilton
Sean O'Hare (resigned 24 October 2024)
Sean Joseph O'Hare
Barry Murphy
Page 5
OHMG (Holdings) Limited
Directors' report (continued) For the year ended 31 December 2024
Future developments
The Group intends to continue with its present strategies and focus on general contracting going forward.
Engagement with suppliers, customers and others
Our strategy prioritises growth, driven by continued expansion and bringing new customers into the Group, and up-selling services to existing clients. To do this, we need to develop and nurture strong customer relationships. We value all of our suppliers and have multi-year contracts in place with our key suppliers.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group's greenhouse gas emissions and energy consumption for the year are as follows:
| 2024 | tCO2 | kWH
| Direct emissions |  |
| Combustion of gas | 72,056 | 280,930
| Fuel for transport | 30 | 89
| Indirect emissions |  |
| Purchase of electricity | 19,572 | 94,530
| Sales intensity ratio |  | tCO2 / £m sales
| Combustion of gas |  | 2,753
| Fuel for transport |  | 1
| Purchase of electricity |  | 748
| 2023 | tCO2 | kWH
| Direct emissions |  |
| Combustion of gas | 148,816 | 580,190
| Fuel for transport | 42 | 123
| Indirect emissions |  |
| Purchase of electricity | 40,436 | 195,273
| Sales intensity ratio |  | tCO2 / £m sales
| Combustion of gas |  | 2,712
| Fuel for transport |  | 1
| Purchase of electricity |  | 737
Intensity measurement We have chosen the metric gross global scope 1 and 2 emissions in tonnes of CO2e per £m sales revenue as this is a common business metric for our industry sector. Methodologies used We have followed the 2022 UK government environmental reporting guidance and we have used 2024 and 2023 UK Government's GHG conversion factors for reporting. We engaged with our suppliers to obtain actual usage information for the Group Page 6
OHMG (Holdings) Limited
Directors' report (continued) For the year ended 31 December 2024
Matters covered in the Group strategic report
Information the Group has chosen, in accordance with s414C (II) of the Companies Act 2006, to set out in the Strategic Report which would otherwise by 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 is as follows: −Business review; −Principal risks & uncertainties; and −Financial risk management.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since 31 December 2024.
Auditor
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 29 September 2025 and signed on its behalf.
Sean Joseph O'Hare Director
Page 7
Independent auditor's report to the members of OHMG (Holdings) Limited
Opinion
We have audited the financial statements of OHMG (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity for the financial year ended 31 December 2024, and the related 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, OHMG (Holdings) Limited's financial statements: ∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 December 2024 and of the Group financial performance and cash flows for the financial year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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. Page 8
Independent auditor's report to the members of OHMG (Holdings) Limited (continued)
Other information
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and ∙the Directors' report and the Strategic Report 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 its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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 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. Page 9
Independent auditor's report to the members of OHMG (Holdings) Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor 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 their 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. A further description of an auditor's 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 auditor's report. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy Law, Employment Law, Environmental Regulations, and Health and Safety Laws, 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 preparation of the financial statements such as Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. Page 10
Independent auditor's report to the members of OHMG (Holdings) Limited (continued) We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement. In response to these principal risks, our audit procedures included but were not limited to: ∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non compliance and whether they have knowledge of any actual, suspected or alleged fraud; ∙inspection of the Group’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made; ∙gaining an understanding of the internal controls established to mitigate risk related to fraud; ∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; ∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls; ∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; ∙challenging assumptions and judgements made by management in their significant accounting estimates, including the recognition of contract revenue, assesing the recoverability of amounts due under construction contracts, estimating useful lives of tangible fixed assets, carrying value of stock, carrying value of investments and useful lives of depreciable assets; and ∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management. The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls. Page 11
Independent auditor's report to the members of OHMG (Holdings) Limited (continued)
The purpose of our audit work and to whom we owe our responsibilities
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. Louise Kelly (Senior statutory auditor) for and on behalf of Grant Thornton (NI) LLP Chartered Accountants Statutory Auditors Belfast Date: 29 September 2025 Page 12
OHMG (Holdings) Limited
Consolidated statement of comprehensive income For the year ended 31 December 2024
| 2024 | 2023
Note | £000 | £000
Turnover | 4 | 26,174 | 54,866
Cost of sales |  | (26,466) | (60,820)
Gross loss |  | (292) | (5,954)
Administrative expenses |  | (2,214) | (3,194)
Exceptional administrative income | 11 | - | 7,723
Other operating income | 5 | 3 | 3
Operating loss | 6 | (2,503) | (1,422)
Income from current asset investments |  | 1 | 1
Income from joint ventures |  | 309 | -
Amounts written off investments |  | - | (513)
Interest payable and similar expenses | 9 | (7) | (113)
Loss before taxation |  | (2,200) | (2,047)
Tax on loss | 10 | - | (1,034)
Loss for the financial year |  | (2,200) | (3,081)
Movement on retranslation of reserves |  | (34) | -
Other comprehensive (loss)/income for the year |  | (34) | -
Total comprehensive loss for the year |  | (2,234) | (3,081)
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (2,200) | (3,081)
|  | (2,200) | (3,081)
All amounts relate to continuing operations.
The notes on pages 21 to 39 form part of these financial statements.
Page 13
OHMG (Holdings) Limited Registered number:NI639514
Consolidated balance sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 931 |  | 723
Investments | 14 |  | 488 |  | 179
|  |  | 1,419 |  | 902
Current assets |  |  |  |  |
Stocks | 16 | - |  | 13 |
Debtors: amounts falling due within one year | 17 | 16,037 |  | 22,990 |
Current asset investments | 18 | - |  | 137 |
Cash at bank and in hand | 19 | 1,244 |  | 619 |
|  | 17,281 |  | 23,759 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 20 | (22,774) |  | (26,501) |
Net current liabilities |  |  | (5,493) |  | (2,742)
Total assets less current liabilities |  |  | (4,074) |  | (1,840)
Provisions for liabilities |  |  |  |  |
Net liabilities |  |  | (4,074) |  | (1,840)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 75 |  | 75
Share premium account | 23 |  | 6,936 |  | 6,936
Foreign exchange reserve | 23 |  | (17) |  | 17
Merger reserve | 23 |  | 1,575 |  | 1,575
Profit and loss account | 23 |  | (12,643) |  | (10,443)
Shareholders' (deficit)/funds |  |  | (4,074) |  | (1,840)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
Sean Joseph O'Hare
Director
The notes on pages 21 to 39 form part of these financial statements. Page 14
OHMG (Holdings) Limited Registered number:NI639514
Company balance sheet As at 31 December 2024
|  |  | 2024 |  | 2023
| Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 693 |  | 407
Investments | 14 |  | 1,338 |  | 7,011
|  |  | 2,031 |  | 7,418
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 7,792 |  | 9,873 |
Cash at bank and in hand | 19 | 198 |  | 440 |
|  | 7,990 |  | 10,313 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 20 | (15,558) |  | (15,268) |
Net current liabilities |  |  | (7,568) |  | (4,955)
Total assets less current liabilities |  |  | (5,537) |  | 2,463
Net (liabilities)/assets |  |  | (5,537) |  | 2,463
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 75 |  | 75
Share premium account | 23 |  | 6,936 |  | 6,936
Profit and loss account | 23 |  | (12,548) |  | (4,548)
Shareholders' funds |  |  | (5,537) |  | 2,463
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
Sean Joseph O'Hare
Director
The notes on pages 21 to 39 form part of these financial statements. Page 15

|  | OHMG (Holdings) Limited |
Consolidated statement of changes in equity For the year ended 31 December 2024
|  | Called up share capital | Share premium account | Foreign exchange reserve | Merger reserve | Profit and loss account | Equity attributable to owners of parent Company | Total equity
|  | £000 | £000 | £000 | £000 | £000 | £000 | £000
| At 1 January 2023 | 75 | 6,936 | 61 | 1,575 | (7,362) | 1,285 | 1,285
| Loss for the year | - | - | - | - | (3,081) | (3,081) | (3,081)
| Movement on retranslation of reserves | - | - | (44) | - | - | (44) | (44)
| At 1 January 2024 | 75 | 6,936 | 17 | 1,575 | (10,443) | (1,840) | (1,840)
| Loss for the year | - | - | - | - | (2,200) | (2,200) | (2,200)
| Movement on retranslation of reserves | - | - | (34) | - | - | (34) | (34)
| At 31 December 2024 | 75 | 6,936 | (17) | 1,575 | (12,643) | (4,074) | (4,074)
| The notes on pages 21 to 39 form part of these financial statements.
Page 16

|  | OHMG (Holdings) Limited |
Company statement of changes in equity For the year ended 31 December 2024
|  | Called up share capital | Share premium account | Profit and loss account | Total equity
|  | £000 | £000 | £000 | £000
| At 1 January 2023 | 75 | 6,936 | (5,066) | 1,945
| Profit for the year | - | - | 518 | 518
| At 1 January 2024 | 75 | 6,936 | (4,548) | 2,463
| Loss for the year | - | - | (8,000) | (8,000)
| At 31 December 2024 | 75 | 6,936 | (12,548) | (5,537)
| The notes on pages 21 to 39 form part of these financial statements.
| The loss during the year is attributable to a write down of investments.
Page 17

OHMG (Holdings) Limited
Consolidated statement of cash flows For the year ended 31 December 2024
|  |  | 2024 | 2023
|  |  | £000 | £000
Cash flows from operating activities |  |
Loss for the financial year | (2,200) | (3,081)
Adjustments for: |  |
Depreciation of tangible assets | 113 | 234
Impairments of joint ventures | (309) | 458
Interest paid | 3 | 113
Taxation charge | - | 1,034
Decrease in stocks | 13 | -
Decrease in debtors | 6,393 | 1,276
Decrease/(increase) in amounts owed by groups | 1,318 | (181)
Decrease/(increase) in amounts owed by related parties | (759) | (273)
(Decrease)/increase in creditors | (10,707) | 365
Increase/(decrease)) in amounts owed to participating ints | 6,394 | 93
(Decrease)/increase in amounts owed to related parties | 587 | (267)
Impairment of current asset investments | - | 55
Corporation tax received | - | 12
Foreign exchange | (27) | -
Net cash generated from operating activities | 819 | (162)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (412) | (53)
Sale of tangible fixed assets | 84 | -
Sale of fixed asset investments | 137 | -
HP interest paid | - | (4)
Net cash from investing activities | (191) | (57)
Page 18
OHMG (Holdings) Limited
Consolidated statement of cash flows (continued) For the year ended 31 December 2024
|  | 2024 | 2023
|  | £000 | £000
Cash flows from financing activities |  |
Repayment of loans | - | (2,250)
Repayment of leases | - | (20)
Interest paid | (3) | (110)
Net cash used in financing activities | (3) | (2,380)
Net increase/(decrease) in cash and cash equivalents | 625 | (2,599)
Cash and cash equivalents at beginning of year | 619 | 3,277
Foreign exchange gains and losses | - | (40)
Cash and cash equivalents at the end of year | 1,244 | 638
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,244 | 638
| 1,244 | 638
Page 19
OHMG (Holdings) Limited
Consolidated Analysis of Net Debt For the year ended 31 December 2024
|  | At 1 January 2024 | Cash flows | At 31 December 2024
|  | £000 | £000 | £000
Cash at bank and in hand | 619 | 625 | 1,244
Debt due within 1 year | (8) | 8 | -
Finance leases | (7) | 7 | -
Liquid investments | 137 | (137) | -
| 741 | 503 | 1,244
The notes on pages 21 to 39 form part of these financial statements.
Page 20
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
1. | General information
OHMG (Holdings) Limited is a company limited by shares incorporated in Northern Ireland. The registered office is Carnbane House, Shepherd's Way, Newry, BT35 6EE. The principal activity of the Group is general contracting. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The financial statements are presented in Sterling (£).
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using merger accounting. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
After reviewing the Group’s forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements. While the Group is in a net liability position at the year end, the ultimate parent company has sufficient reserves and cash to provide financial support as necessary. Page 21
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At 31 December 2024, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at balance sheet date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised as profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Turnover
Turnover is the amount derived from the provision of goods and services falling within the Group's ordinary activities net of value added tax and trade discounts. In respect of long-term contracts, turnover is calculated by reference to the value of work performed to date as a proportion of the total contract value together with profit. Profit is recognised on long term contracts if the final outcome can be assessed with reasonable certainty, by the turnover and related costs including in the Statement of Comprehensive Income as contract activity progresses.
| 2.6 | Interest income
Interest income is recognised in Comprehensive Income using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 22
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.8 | Pensions
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into an approved pension scheme. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in the Statement of Other Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Comprehensive Income Statement, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and - Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.10 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to the Consolidated Statement of Other Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, the provisions are released. Page 23
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to Statement of Other Comprehensive Income during the period in which they are incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 25% | reducing balance
|  |  |  | Motor vehicles | - | 25% | reducing balance
|  |  |  | Fixtures and fittings | - | 25% | reducing balance
|  |  |  | Software | - | 20% | straight line
|  |  |  | Computer equipment | - | 20% | straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised as profit or loss.
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised as profit or loss for the period. Page 24
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.13 | Associates and joint ventures
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy.
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately as profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable 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.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 25
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to the Statement of Other Comprehensive Income
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: a) Construction Contract Revenue Recognised amounts of construction contract revenues and related receivables reflect management's best estimate of each contract's outcome and stage of completion. This includes the assessment of the profitability of ongoing construction contracts and the order backlog. For more complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty. b) Recoverability of debtors Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the ageing profile of debtors are considered. c) Useful lives of depreciable assets Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and physical obsolescence that may change the utility of certain property, plant and equipment. Page 26
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Contract revenue | 26,174 | 54,866
|  | 26,174 | 54,866
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| United Kingdom | 10,945 | 34,772
| Ireland | 15,229 | 20,094
|  | 26,174 | 54,866
5. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Other operating income | 3 | 3
|  | 3 | 3
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Exchange differences | 6 | 2
| Audit fees | 41 | 41
| Tax compliance fees | 6 | 6
Page 27
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
7. | Employees
Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Wages and salaries | 4,957 | 6,026
| Social security costs | 554 | 664
| Cost of defined contribution scheme | 227 | 211
|  | 5,738 | 6,901
The average monthly number of employees, including the directors, during the year was as follows:
|  | 2024 | 2023
|  | No. | No.
| Production | 66 | 71
| Administration | 28 | 67
|  | 94 | 138
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Directors' emoluments | 440 | 458
| Group contributions to defined contribution pension schemes | 15 | 15
|  | 455 | 473
| During the year retirement benefits were accruing to 5 directors (2023 - 7) in respect of defined contribution pension schemes. The highest paid director received remuneration of £100,000 (2023 - £100,000). The value of the company's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £10,000 (2023 - £12,545).
Page 28
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
9. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Bank interest payable | 3 | 5
| Other loan interest payable | - | 104
| Finance leases and hire purchase contracts | 4 | 4
|  | 7 | 113
10. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Adjustments in respect of previous periods | - | 58
|  | - | 58
| Total current tax | - | 58
| Deferred tax |  |
| Origination and reversal of timing differences | - | 976
| Total deferred tax | - | 976
| Tax on loss | - | 1,034
Page 29
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Loss on ordinary activities before tax | (2,200) | (2,047)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | (550) | (481)
| Effects of: |  |
| Expenses not deductible for tax purposes | 303 | 235
| Capital allowances for year in excess of depreciation | - | 3
| Utilisation of tax losses | - | 668
| Adjustments to tax charge in respect of prior periods | 1 | 1,034
| Non-taxable income | (77) | (1,389)
| Other differences leading to an increase (decrease) in the tax charge | - | (41)
| Group relief | (273) | 167
| DT not recognised | 596 | 838
| Total tax charge for the year | - | 1,034
| Factors that may affect future tax charges
There were no known factors that may affect future tax charges.
11. | Exceptional items
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Related company write offs | - | (7,723)
|  | - | (7,723)
12. | Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £8.2 million (2023 - profit £0.5 million). The loss of the parent Company was attributable to a write down of investments. Page 30
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
13. | Tangible fixed assets
| Group
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Software | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 3,523 | 1,381 | 1,073 | - | 5,977
| Additions | 136 | 45 | - | 231 | 412
| Disposals | (84) | - | - | - | (84)
| Exchange adjustments | (10) | - | - | - | (10)
| At 31 December 2024 | 3,565 | 1,426 | 1,073 | 231 | 6,295
| Depreciation |  |  |  |  |
| At 1 January 2024 | 3,132 | 1,177 | 945 | - | 5,254
| Charge for the year on owned assets | 27 | 51 | 28 | 7 | 113
| Transfers intra group | 2 | - | - | - | 2
| Exchange adjustments | (5) | - | - | - | (5)
| At 31 December 2024 | 3,156 | 1,228 | 973 | 7 | 5,364
| Net book value |  |  |  |  |
| At 31 December 2024 | 409 | 198 | 100 | 224 | 931
| At 31 December 2023 | 391 | 204 | 128 | - | 723
Page 31
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024 13.Tangible fixed assets (continued)
| Company
|  | Plant and machinery | Motor vehicles | Fixtures and fittings | Software | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 286 | 319 | 154 | - | 759
| Additions | 124 | 45 | - | 231 | 400
| Disposals | (84) | - | - | - | (84)
| At 31 December 2024 | 326 | 364 | 154 | 231 | 1,075
| Depreciation |  |  |  |  |
| At 1 January 2024 | 128 | 150 | 74 | - | 352
| Charge for the year on owned assets | (35) | 42 | 16 | 7 | 30
| At 31 December 2024 | 93 | 192 | 90 | 7 | 382
| Net book value |  |  |  |  |
| At 31 December 2024 | 233 | 172 | 64 | 224 | 693
| At 31 December 2023 | 158 | 169 | 80 | - | 407
Page 32
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £000
| Cost or valuation |
| At 1 January 2024 | 7,011
| At 31 December 2024 | 7,011
| Impairment |
| Charge for the period | 5,673
| At 31 December 2024 | 5,673
| Net book value |
| At 31 December 2024 | 1,338
| At 31 December 2023 | 7,011
Page 33
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
| Subsidiary undertakings
| The following were 100% subsidiary undertakings of the Company:
| Name | Principal activity | Class of shares | Holding
| O'Hare & McGovern Limited | General contracting | Ordinary | 100%
| OHMG (Ireland) Limited | General contracting | Ordinary | 100%
| Carnbane House Limited | General contracting | Ordinary | 100%
| OHMG Limited | General contracting | Ordinary | 100%
| The country of the registered office for O'Hare and McGovern Limited, Carnbane House Limited and OHMG Limited is Northern Ireland and OHMG (Ireland) Limited is the Republic of Ireland. The country of activity for each subsidiary undertaking is that of the registered office.
| Joint Venture
| Group and Company |
|  | Joint ventures
|  | £000
| At 1 January 2024 | 179
| Share of profit | 309
| At 31 December 2024 | 488
| Net book value |
| At 31 December 2024 | 488
| At 31 December 2023 | 179
Page 34
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
15. | Joint Venture (continued)
The following was a joint venture of the Company:
| Name | Principal activity | Holding
| OHLA-OHMG JV Limited | Construction of schools | 40%
OHLA-OHMG JV Limited is a joint venture of OHMG (Holdings) Limited with the Company holding 40% shareholding. The carrying value of the joint venture reflects the Company's share of the profit or loss, other comprehensive income and equity of OHLA-OHMG JV Limited at the balance sheet date. The country of the registered office for OHLA-OHMG JV Limited is the Republic of Ireland. The country of activity is that of the registered address.
16. | Stocks
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Stocks | - | 13
|  | - | 13
17. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Trade debtors | 2,548 | 6,253 | 161 | 3,265
| Amounts owed by group undertakings | - | 1,318 | 3,299 | 341
| Amounts owed by related parties | 1,222 | 463 | - | 22
| Other debtors | 3,518 | 4,107 | 2,041 | 2,489
| Prepayments and accrued income | 116 | 603 | 116 | 595
| Amounts recoverable on long term contracts | 8,033 | 9,646 | 2,175 | 3,161
| Deferred taxation | 600 | 600 | - | -
|  | 16,037 | 22,990 | 7,792 | 9,873
Page 35
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
18. | Current asset investments
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Listed investments | - | 137
|  | - | 137
19. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Cash at bank and in hand | 1,244 | 619 | 198 | 440
|  | 1,244 | 619 | 198 | 440
20. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £000 | £000 | £000 | £000
| Payments received on account | 2,020 | 2,363 | 27 | 1,354
| Trade creditors | 6,125 | 10,560 | 3,204 | 5,549
| Amounts owed to group undertakings | 6,268 | 96 | 8,564 | 1,988
| Amounts owed to related parties | 598 | 11 | - | -
| Other taxation and social security | 964 | 603 | 201 | 186
| Obligations under finance lease and hire purchase contracts | - | 7 | - | 7
| Other creditors | 20 | 64 | 3 | -
| Accruals and deferred income | 6,779 | 12,797 | 3,559 | 6,184
|  | 22,774 | 26,501 | 15,558 | 15,268
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OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
21. | Deferred taxation
| Group
|  | 2024
|  | £000
| At beginning of year | 600
| At end of year | 600
| Company
|  | 2024
| At beginning of year | -
| At end of year | -
|  | Group | Group
|  | 2024 | 2023
|  | £000 | £000
| Tax losses carried forward | 600 | 600
|  | 600 | 600
Page 37
OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
22. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 150,020 (2023 - 150,020) Ordinary shares of £0.50 each | 75 | 75
23. | Reserves
Share premium account This reserve includes any premiums received on the issue of share capital. Foreign exchange reserve The reserve comprises translation differences arising from the translation of the Group's foreign entities into Sterling. Merger Reserve This reserve comprises net assets of subsidiaries companies on acquisition. Profit and loss account This reserve includes all current and prior period retained profits and losses.
24. | Pension commitments
The Group operates a defined contribution pension scheme. The pension cost represents contributions payable by the Group to the fund and amounted to £204,000 (2023: £211,000).
25. | Related party transactions
| The Group and Company have availed of the exemption in s33 FRS102 from disclosing transactions with 100% subsidiary group companies. The directors are considered to be key management personnel within the Group. Total remuneration in respect of these individuals is disclosed in note 8. The Group and Company have related parties by virtue of common control. The balances due to/ from these related parties are disclosed within notes 17 and 20 to the financial statements.
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OHMG (Holdings) Limited
Notes to the financial statements For the year ended 31 December 2024
26. | Controlling party
The Company is a wholly owned subsidiary of Carnbane Estates Limited, a company incorporated in Northern Ireland. The Company's immediate controlling party is Carnbane Estates Limited. The smallest and largest company in which the results of OHMG (Holdings) Limited are consolidated is Carnbane Estates Limited. The financial statements of Carnbane Estates Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ. The ultimate controlling parties of OHMG (Holdings) Limited are Darren O'Hare, Sean Joseph O'Hare, Cathal O'Hare and Edward O'Hare, by virtue of their shareholdings in Carnbane Estates Limited.
27. | Comparative information
Comparative information has been reclassified where necessary to conform to the current financial year.
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