Carnbane_Estates_Limited

Carnbane Estates 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 multimillionpound and euro projects across Northern Ireland and the Republic of Ireland. Several recent schemes, including awardwinning social and affordable housing projects, have reinforced the Group's reputation for sustainable, designled delivery whilst the retail fitout 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. The Group's healthcare PublicPrivate Partnership project, now in its operational phase, continues to perform in line with expectations, providing a stable longterm income stream.

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 Company and Group

The Board of Directors of Carnbane Estates 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 Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(af) 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

Carnbane Estates 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 exposes it to a variety of financial risks that includes 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 summarized 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 Company and Group to a number of financial risks, which are described in more detail below.

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The Group policy is to ensure continuity of funding by matching the source of funds to the intended use of those funds. Shortterm flexibility is achieved through the Group's cash reserves.

Interest rate risk

The Group finances its operations through a mixture of retained profits, interest rate swaps, cash at bank and amounts owed to related undertakings. The Group exposure to interest rate fluctuations is therefore limited.

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, majority of 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 45,001:2018. Health & Safety performance is monitored using Key Performance Indicators (KPIs) and regular auditing of sites by a qualified Health & Safety Manager and Health & Safety Officer.

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.

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Carnbane Estates Limited

Group strategic report (continued)

For the year ended 31 December 2024

Principal risks and uncertainties (continued)

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 14001:2015. 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 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 (SHEQ) accredited to:

BS EN ISO 9001:2015

BS EN ISO 14001:2015

ISO 45001:2018

The SHEQ management system incorporates the Group structure, planning activities, responsibilities, practices, procedures, processes and resources to ensure we deliver excellence in all our actitivies.

Our continuous improvement process use KPI's and smart objectives to set and monitor targets in relation to Safety, Health, Environmental & Quality, Sustainability & Employee development in order to take positive action and to instil a culture of continuous improvement.

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 and Monitoring and auditing our energy carbon & waste streams.

Financial key performance indicators

As restated

2024

2023

£'000

Turnover

26,545

65,623

Profit/(loss) before tax

(1,847)

3,980

Other key performance indicators

The directors do not consider any further nonfinancial key performance indicators to be appropriate.

Page 3

Carnbane Estates Limited

Group strategic report (continued)

For the year ended 31 December 2024

This report was approved by the board on 29 September 2025 and signed on its behalf.

Tyrone Allard

Director

Page 4

Carnbane Estates 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.

Results and dividends

The profit for the year, after taxation, amounted to £1.8m (2023 £2.9m as restated).

The directors have recommended a final dividend of £20,000 (2023: £NIL).

Directors

The directors who served during the year were:

Eamon O'Hare (resigned 24 October 2024)

Sean O'Hare (resigned 24 October 2024)

Tyrone Allard

William Murphy (appointed 24 October 2024)

Cathal O'Hare (appointed 24 October 2024)

Darren O'Hare (appointed 24 October 2024)

Edward O'Hare (appointed 24 October 2024)

Sean Joseph O'Hare (appointed 24 October 2024)

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Carnbane Estates Limited

Directors' report (continued)

For the year ended 31 December 2024

Directors and their interests

The directors' shareholdings in the Company and the movements therein during the financial year ended 31 December 2024 were as follows:

Numbers held at

Name

Class of shares

1 January 2024

31 December 2024

Eamon O'Hare (resigned 24 October 2024)

A Ordinary shares

33.33%

Sean O'Hare (resigned 24 October 2024)

A Ordinary shares

33.33%

Tyrone Allard

A Ordinary shares

William Murphy (appointed 24 October 2024)

A Ordinary shares

Cathal O'Hare (appointed 24 October 2024)

A Ordinary shares

25%

Darren O'Hare (appointed 24 October 2024)

A Ordinary shares

25%

Edward O'Hare (appointed 24 October 2024)

A Ordinary shares

25%

Sean Joseph O'Hare (appointed 24 October 2024)

A Ordinary shares

25%

Future developments

The Group intends to continue with its present strategies and focus on general contracting and property development going forward.

Engagement with suppliers, customers and others

Our strategy prioritises growth, driven by continued expansion and bringing new customers into the Group, and upselling services to existing clients. To do this, we need to develop and nurture strong customer relationships.

We value all of our suppliers and have multiyear contracts in place with our key suppliers.

Greenhouse gas emissions, energy consumption and energy efficiency action

2024

2023

tCO2

kWh

tCO2

kWh

Direct emissions

Combustion of gas and use of fuel for transport

72,056

280,930

148,816

580,190

Fuel for transport

123

Indirect emissions

Purchase of electricity

19,572

94,530

40,436

195,273

Gross Emissions

91,628

375,460

189,252

775,463

Page 6

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

2024

2023

tCO2/£m sales

Sales intensity ratio

Combustion of gas

2,717

5,611

Fuel for transport

Purchase of electricity

738

1,525

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

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 Mediumsized Companies and Groups (Accounts and Reports) Regulations 2008' to be contained in the directors' report is as follows:

Principal risks & uncertainties

Financial risk management

Quality policy

Compliance with s172(1)(af) of the Companies Act 2006

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 the balance sheet date.

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Carnbane Estates Limited

Notes to the financial statements

For the year ended 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.

Tyrone Allard

Director

Page 8

Independent auditor's report to the members of Carnbane Estates Limited (continued)

Opinion

We have audited the financial statements of Carnbane Estates 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, Carnbane Estates 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 10

Independent auditor's report to the members of Carnbane Estates 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 10

Independent auditor's report to the members of Carnbane Estates 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 noncompliance 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 Company, the Group and industry, we identified that the principal risks of noncompliance 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 noncompliance 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 noncompliance with the laws and regulations. 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 oneoff or unusual transactions.

Page 11

Independent auditor's report to the members of Carnbane Estates Limited (continued)

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:

enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of noncompliance and whether they have knowledge of any actual, suspected or alleged fraud;

inspection of the Company's and Group's regulatory and legal correspondence and review of minutes of of the board of director's 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 noncompliance 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 estimating useful lives of tangible fixed assets, carrying value of stock 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 nondetection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

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 FCA (Senior statutory auditor)

for and on behalf of

Grant Thornton (NI) LLP

Chartered Accountants &

Statutory Auditors

Belfast

29 September 2025

Page 12

Carnbane Estates Limited

Consolidated statement of comprehensive income

For the year ended 31 December 2024

As restated

2024

2023

Note

£000

Turnover

26,545

65,623

Cost of sales

(22,843)

(70,345)

Gross profit/(loss)

3,702

(4,722)

Administrative expenses

(6,653)

(4,335)

Exceptional administrative income

358

Other operating income

Operating loss

(2,948)

(8,696)

Income from investments

Share of Joint Venture profit

367

Profit on disposal of investments

12,818

Amounts written off investments

(513)

Interest receivable and similar income

748

553

Interest payable and similar expenses

(15)

(192)

(Loss)/profit before taxation

(1,847)

3,980

Tax on (loss)/profit

(1,034)

(Loss)/profit for the financial year

(1,840)

2,946

Currency translation differences

(42)

(77)

Share of Joint Venture other comprehensive income

506

(236)

Other comprehensive income/(loss) for the year

464

(313)

Total comprehensive (loss)/income for the year

(1,376)

2,633

(Loss)/profit for the year attributable to:

Owners of the parent Company

(1,840)

2,946

(1,840)

2,946

Total comprehensive (loss)/income for the year attributable to:

Owners of the parent Company

(1,376)

2,633

(1,376)

2,633

The notes on pages 22 to 43 form part of these financial statements.

Page 13

Carnbane Estates Limited

Registered number:NI623129

Consolidated balance sheet

As at 31 December 2024

As restated

2024

2023

Note

£000

Fixed assets

Intangible assets

188

201

Tangible assets

2,769

2,561

Investments

2,524

1,651

Investment property

407

5,888

4,820

Current assets

Stocks

706

949

Debtors: amounts falling due after more than one year

1,368

Debtors: amounts falling due within one year

16,619

24,012

Current asset investments

137

Cash at bank and in hand

6,385

19,541

25,078

46,007

Current liabilities

Creditors: amounts falling due within one year

(16,867)

(27,921)

8,211

18,086

Net current assets

Total assets less current liabilities

14,099

22,906

Creditors: amounts falling due after more than one year

(140)

Net assets

13,959

22,766

Capital and reserves

Called up share capital

Capital redemption reserve

Merger reserve

3,198

Profit and loss account

10,750

19,557

Shareholders' funds

13,959

22,766

Page 14

Carnbane Estates Limited

Registered number:NI623129

Consolidated balance sheet (continued)

As at 31 December 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Tyrone Allard

Director

The notes on pages 22 to 43 form part of these financial statements.

Page 15

Carnbane Estates Limited

Registered number:NI623129

Company balance sheet

As at 31 December 2024

2024

2023

Note

£000

Fixed assets

Tangible assets

1,740

Investments

3,511

1,751

5,251

Current assets

Stocks

410

Debtors: amounts falling due within one year

7,369

1,722

Cash at bank and in hand

4,973

18,501

12,752

20,633

Current liabilities

Creditors: amounts falling due within one year

(645)

(776)

12,107

19,857

Net current assets

Total assets less current liabilities

13,858

25,108

Net assets

13,858

25,108

Capital and reserves

Called up share capital

Capital redemption reserve

Profit and loss account

13,847

25,097

Shareholders' funds

13,858

25,108

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Tyrone Allard

Director

The notes on pages 22 to 43 form part of these financial statements.

Page 16

Carnbane Estates Limited

Consolidated statement of changes in equity

For the year ended 31 December 2024

Called up share capital

Capital redemption reserve

Merger reserve

Profit and loss account

Total equity

£000

At 1 January 2024 (as restated)

3,198

19,557

22,766

Loss for the year

(1,840)

Currency translation differences

(42)

Share of Joint Venture other comprehensive income

506

Purchase of own shares

(7,411)

(7,404)

Dividends: Equity capital

(20)

Shares redeemed during the year

(7)

At 31 December 2024

3,198

10,750

13,959

Consolidated statement of changes in equity

For the year ended 31 December 2023

Called up share capital

Merger reserve

Profit and loss account

Total equity

£000

1 January 2023

(as restated)

3,198

16,924

20,133

Profit for the year (as restated)

2,946

Currency translation differences

(77)

Share of Joint Venture other comprehensive income (as restated)

(236)

31 December 2023

(as restated)

3,198

19,557

22,766

The notes on pages 22 to 43 form part of these financial statements.

Page 17

Carnbane Estates Limited

Company statement of changes in equity

For the year ended 31 December 2024

Capital redemption reserve

Called up share capital

Profit and loss account

Total equity

£000

At 1 January 2024

25,097

25,108

Loss for the year

(3,819)

Purchase of own shares

(7,411)

(7,404)

Dividends: Equity capital

(20)

Shares redeemed during the year

(7)

At 31 December 2024

13,847

13,858

Company statement of changes in equity

For the year ended 31 December 2023

Called up share capital

Profit and loss account

Total equity

£000

At 1 January 2023

7,509

7,520

Profit for the year

17,588

At 31 December 2023

25,097

25,108

The notes on pages 22 to 43 form part of these financial statements.

Page 18

Carnbane Estates Limited

Consolidated statement of cash flows

For the year ended 31 December 2024

2024

2023

£000

Cash flows from operating activities

(Loss)/profit for the financial year

(1,840)

2,946

Adjustments for:

Amortisation of intangible assets

Depreciation of tangible assets

113

236

Impairments of joint ventures

(816)

458

Interest paid

192

Interest received

(748)

(553)

Taxation charge

(7)

1,034

Decrease in stocks

243

622

Decrease in debtors

7,911

1,381

(Increase) in amounts owed by related parties

(54)

(260)

(Decrease)/increase in creditors

(11,037)

981

(Decrease) in amounts owed to related parties

(13)

(811)

Impairment of current asset investments

Share of operating profit/(loss)) in joint ventures

(10)

Share of operating (loss)/profit in associates

(58)

Corporation tax (paid)

(49)

(131)

Foreign exchange

(77)

Net cash generated from operating activities

(6,287)

6,076

Cash flows from investing activities

Purchase of tangible fixed assets

(412)

(53)

Sale of tangible fixed assets

Sale of investment properties

1,294

Sale of unlisted and other investments

137

Interest received

748

553

Sale of subsidiary

6,277

Net cash from investing activities

557

8,071

Page 19

Carnbane Estates Limited

Consolidated statement of cash flows (continued)

For the year ended 31 December 2024

2024

2023

£000

Cash flows from financing activities

Purchase of ordinary shares

(7,411)

Repayment of loans

(4,293)

Repayment of/new finance leases

(20)

Interest paid

(15)

(192)

Net cash used in financing activities

(7,426)

(4,505)

Net (decrease)/increase in cash and cash equivalents

(13,156)

9,642

Cash and cash equivalents at beginning of year

19,541

9,899

Cash and cash equivalents at the end of year

6,385

19,541

Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand

6,385

19,541

6,385

19,541

The notes on pages 22 to 43 form part of these financial statements.

Page 20

Carnbane Estates Limited

Consolidated Analysis of Net Debt

For the year ended 31 December 2024

At 31 December 2024

At 1 January 2024

Cash flows

£000

Cash at bank and in hand

19,541

(13,156)

6,385

Debt due after 1 year

(140)

Finance leases

(7)

Liquid investments

137

(137)

19,531

(13,286)

6,245

The notes on pages 22 to 43 form part of these financial statements.

Page 21

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

General information

Carnbane Estates Limited is a Company limited by shares incorporated in Northern Ireland. The registered office is Carnbane House, Shepherd's Way, Carnbane Industrial Estate, Newry, BT35 6EE.

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 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.

FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notifications of, and no objections to, the use of exemptions by the Company's shareholders. The Company has taken advantage of the following exemptions in its individual financial statements:

from preparing a statement of cashflows, on the basis that it is a qualifying entity and the consolidated statement of cashflows, included in these financial statements, includes the Company's cashflow;

from the financial instrument disclosures, required under FRS 102 paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statement disclosures;

from disclosing share based payment arrangements, required under FRS 102 paragraphs 26.18 (c), 26.19, 26.21 and 26,23, concerning its own equity instruments. The Company financial statements are presented with the consolidated financial statements and the relevant disclosures are included therein; and

from disclosing the Company key management personnel compensation, as required by FRS 102 paragraph 33.7.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company, its own subsidiaries ("the Group") and share of JV profits/losses 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.

Page 22

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Accounting policies (continued)

2.3

Going concern

After reviewing the Company's and Group's forecasts and projections, the directors have a reasonable expectation that the Company and Group has adequate resources to continue in operational existence for the foreseeable future. Trading levels continue to remain strong and the Company therefore continues to adopt the going concern basis in preparing its financial statements.

2.4

Foreign currency translation

Functional and presentation currency

The Company's and 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 each balance sheet date foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and nonmonetary 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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented as profit or loss within 'other operating income'.

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

Revenue

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 longterm 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 recongnised 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 account as contract activity progresses.

2.6

Interest income

Interest income is recognised as profit or loss using the effective interest method.

Page 23

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Accounting policies (continued)

2.7

Finance costs

Finance costs are charged to profit or loss 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.

2.8

Borrowing costs

All borrowing costs are recognised as profit or loss in the year in which they are incurred.

2.9

Pensions

Defined contribution pension plan

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 profit or loss 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

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised as profit or loss 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.

Page 24

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Accounting policies (continued)

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straightline basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.13

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 profit or loss during the period in which they are incurred.

Page 25

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Accounting policies (continued)

2.13

Tangible fixed assets (continued)

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:

Freehold property

reducing balance

Plant and machinery

25%

reducing balance

Motor vehicles

25%

reducing balance

Fixtures and fittings

25%

reducing balance

Computer equipment

20%

straight line

Software

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.

2.14

Investment property

Investment property is carried at fair value determined periodically by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised as profit or loss

2.15

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.

2.16

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 and joint ventures 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. In accordance with FRS102 14.8, the Group has not recognised the losses of its joint ventures which exceed their initial net investment in the companies.

Page 26

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Accounting policies (continued)

2.17

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.

2.18

Debtors

Shortterm 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.

2.19

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.

2.20

Creditors

Shortterm 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.

2.21

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 profit or loss.

2.22

Financial instruments

The Group 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 banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and

Page 27

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Accounting policies (continued)

2.22

Financial instruments (continued)

subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a shortterm instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an outright shortterm loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in nonderivative instruments that are equity to the issuer are measured:

at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 28

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

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 and Group make 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 managament'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.

Turnover

An analysis of turnover by class of business is as follows:

2024

2023

£000

Rental income

Contract revenue

26,201

59,997

Project management

524

Sale of property

196

5,044

26,545

65,623

Analysis of turnover by country of destination:

2024

2023

£000

United Kingdom

10,964

38,554

Rest of Europe

15,581

27,069

26,545

65,623

Page 30

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Other operating income

2024

2023

£000

Other operating income

Operating loss

The operating loss is stated after charging:

2024

2023

£000

Depreciation

113

236

Audit fee

Tax compliance fee

Amortisation of goodwill

Page 30

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Employees

Staff costs, including directors' remuneration, were as follows:

Group

2024

2023

£'000

Wages and salaries

4,957

6,134

Social security costs

554

664

Cost of defined contribution scheme

227

212

5,738

7,010

The average monthly number of employees, including the directors, during the year was as follows:

2024

2023

No.

Production

Administration

134

Directors' remuneration

2024

2023

£000

Directors' emoluments

590

458

Group contributions to defined contribution pension schemes

610

473

During the year retirement benefits were accruing to 6 directors (2023 7) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £150 thousand (2023 £100 thousand).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,500 (2023: £12,545).

Page 31

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Interest receivable

2024

2023

£000

Other interest receivable

748

553

748

553

10.

Interest payable and similar expenses

2024

2023

£000

Bank interest payable

192

Other loan interest payable

Finance leases and hire purchase contracts

192

11.

Taxation

2024

2023

£000

Corporation tax

Current tax on profits for the year

1,034

Adjustments in respect of previous periods

(7)

1,034

Total current tax

(7)

1,034

Page 32

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

11. 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

(Loss)/profit on ordinary activities before tax

(1,847)

3,980

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 23.52%)

(583)

936

Effects of:

Expenses not deductible for tax purposes

156

247

Capital allowances for year in excess of depreciation

(62)

(348)

Deferred tax not recognised

804

Exempt distributions

466

Adjustments to tax charge in respect of prior periods

(7)

1,034

Nontaxable income

(226)

(3,099)

Chargeable gains/losses

337

Other differences leading to an increase (decrease) in the tax charge

(25)

Group relief

(2)

Remeasurement of deferred tax for changes in tax rates

(28)

Utilisation of tax losses

715

712

Total tax charge for the year

(7)

1,034

Factors that may affect future tax charges

There were no known factors that may affect future tax charges.

2024

2023

£000

Ordinary

Dividends proposed

Page 33

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

13.

Parent company (loss)/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 profit after tax of the parent Company for the year was £3.8m (2023 profit £17.5m).

14.

Intangible assets

Group

Goodwill

£000

Cost

At 1 January 2024

251

At 31 December 2024

251

Amortisation

At 1 January 2024

Charge for the year

At 31 December 2024

Net book value

At 31 December 2024

188

At 31 December 2023

201

In 2020 OHMG (ROI) Limited acquired the share capital of Sonas Developments Limited for a consideration of £228,394. Fair value and book value of the net liabilities was £22,555. Goodwill arising on consolidation was £250,909.

Page 34

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

15.

Tangible fixed assets

Group

Freehold property

Plant and machinery

Motor vehicles

Fixtures and fittings

Leasehold property

Software

Total

£000

Cost or valuation

At 1 January 2024

1,740

3,487

1,378

1,121

7,823

Additions

136

231

412

Disposals

(85)

Exchange adjustments

(47)

(17)

At 31 December 2024

1,740

3,565

1,426

1,074

231

8,133

Depreciation

At 1 January 2024

3,099

1,175

988

5,262

Charge for the year

113

Adjustments

Exchange adjustments

(43)

(13)

At 31 December 2024

3,156

1,228

973

5,364

Net book value

At 31 December 2024

1,740

409

198

101

224

2,769

At 31 December 2023

1,740

388

203

133

2,561

Page 35

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

16.

Fixed asset investments

Investments in subsidiary companies

£000

Cost or valuation

At 1 January 2024

3,511

At 31 December 2024

3,511

Impairment charge

3,500

At 31 December 2024

3,500

Net book value

At 31 December 2024

At 31 December 2023

3,511

Direct subsidiary undertakings

The following were direct subsidiary undertakings of the company:

Class of Shares

Name

Principal activity

Holding

Registered office

OHMG (Holdings) Limited

100

General contracting

Northern Ireland

Ordinary

O'Hare Developments Limited

100

Property development

Northern Ireland

Ordinary

Investment holding property

Carnbane Health Limited

100

Northern Ireland

Ordinary

Page 37

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

Indirect subsidiary undertakings

The following were indirect subsidiary undertakings of the company:

Class of Shares

Name

Registered office

Principal activity

Holding

Northern Ireland

O'Hare & McGovern Limited

General contracting

Ordinary

100

Rep. of Ireland

O'Hare & McGovern (Ireland) Limited

General contracting

Ordinary

100

Northern Ireland

Carnbane House Limited

Genral contracting

Ordinary

100

Northern Ireland

OHMG Limited

General contracting

Ordinary

100

Rep. of Ireland

OHMG (ROI) Limited

Property development

Ordinary

100

Northern Ireland

Lisburn Pharma Limited

Property development

Ordinary

Rep. of Ireland

Sonas Developments Limited

Property development

Ordinary

100

Joint venture

Investments in joint ventures

£000

Cost or valuation

At 1 January 2024 (as restated)

1,651

Share of profit of Joint Venture

873

At 31 December 2024

2,524

Net book value

At 31 December 2024

2,524

Name

Registered office

Principal activity

Holding

OHLAOHMG JV Limited

Rep. of Ireland

Construction of schools

40%

The Group holds a 40% interest in OHLAOHMG JV Limited. The carrying value of the joint venture reflects the Group's share of the profit or loss, other comprehensive income and equity of OHLAOHMG JV Limited at the balance sheet date.

In addition to above, the company holds an indirect 50% interest in GPG O'Hare (Lisburn) Holdings Limited. The principal activity of the Company is to act as a holding company. The Company holds a 100% interest in GPG O'Hare (Lisburn) Limited. The principal activity of the Company is to design, build, finance and operate a health care facility. The financial statement of both companies are made up to 31 December 2024.

Page 38

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

17.

Investment property

Group

Freehold investment property

£000

Valuation

At 1 January 2024

407

At 31 December 2024

407

The 2024 valuations were made by the directors, on an open market value for existing use basis.

18.

Stocks

Group

Company

2024

2023

2024

2023

£000

Work in progress

539

Land stock

706

410

706

949

410

Page 39

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

19.

Debtors

Group

Company

2024

2023

2024

2023

£000

Due after more than one year

Due from participating interests

1,368

Group

Company

2024

2023

2024

2023

£000

Due within one year

Trade debtors

2,730

6,961

Amounts owed by group undertakings

7,363

1,435

Amounts owed by related parties

1,222

1,168

Other debtors

3,918

4,722

138

Prepayments and accrued income

116

770

Amounts recoverable on long term contracts

8,033

9,791

145

Deferred taxation

600

16,619

24,012

7,369

1,722

20.

Current asset investments

Group

2024

2023

£000

Listed investments

137

21.

Cash and cash equivalents

Group

Company

2024

2023

2024

2023

£000

Cash at bank and in hand

6,385

19,541

4,973

18,501

6,385

19,541

4,973

18,501

Page 41

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

22.

Creditors: Amounts falling due within one year

Group

Company

2024

2023

2024

2023

£000

Payments received on account

2,020

2,363

Trade creditors

6,193

11,326

Amounts owed to group undertakings

416

452

Amounts owed to other participating interests

604

Other taxation and social security

970

603

Obligations under finance lease and hire purchase contracts

Other creditors

Accruals and deferred income

7,039

13,542

153

252

16,867

27,921

645

776

23.

Creditors: Amounts falling due after more than one year

Group

2024

2023

£000

Other loans

140

24.

Loans

Analysis of the maturity of loans is given below:

Group

2024

2023

£000

Amounts falling due 25 years

Other loans

140

Page 41

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

25.

Deferred taxation

Group

2024

£000

At beginning of year

600

At end of year

600

Group

2024

2023

£000

Tax losses carried forward

600

26.

Share capital

2024

2023

£000

Allotted, called up and fully paid

8,904 (2023 22,504) Ordinary shares of £0.50 each

27.

Reserves

Capital redemption reserve

The capital redemption reserve relates to the redemption of share in the current year.

Merger Reserve

This reserve includes net assets on acquisition following restructure of group operations.

Profit and loss account

This reserve includes all current and prior period retained profit and losses.

Page 42

Carnbane Estates Limited

Notes to the financial statements

For the year ended 31 December 2024

28.

Related party transactions

The Group has availed of the exemption in s33 FRS102 from disclosing transactions with other wholly owned group companies.

The directors are considered to be key management personnel within the Company.

The Company has related parties by virtue of common control. The balances due to/from these related parties are disclosed within notes 19 and 22 to the financial statements. There were no sales or purchases to these companies during the financial period.

29.

Controlling party

The ultimate controlling parties of Carnbane Estates Limited are Darren O'Hare, Sean Joseph O'Hare, Cathal O'Hare and Edward O'Hare, by virtue of their shareholdings.

30.

Prior year comparatives

In the prior year, the company did not recognise the profit attributable to their share of the joint venture. This was adjusted in the comparatives and resulted in an increase in reserves of £1,923,000 with a corresponding increase in investments.

Some comparative figures have been changed for presentational purposes only. These changes have had no

impact on profit or loss.

Page 43