Company registration number 09870619 (England and Wales)
MTX HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
MTX HOLDINGS LIMITED
COMPANY INFORMATION
Directors
D Hartley
G Hartley
S Hartley
Company number
09870619
Registered office
Innovation House
Lower Meadow Road
Handforth
Wilmslow
Cheshire
SK9 3ND
Auditor
Cooper Parry Group Limited
St James Building
79 Oxford Street
Manchester
M1 6HT
MTX HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 29
MTX HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 1 -

The directors present the strategic report for the year ended 31 August 2025.

Review of the business

The year to August 2025 has seen the business refreshing its longer-term healthcare strategy in conjunction with the changing landscape and demands of the NHS estate and a move in the NHS towards private public partnerships (PPP). As a healthcare specialist, MTX are well placed to support this initiative and build upon our successful Managed Service models at Plymouth and Oxford where in addition to our core design and build, through pro-active collaboration and partnerships, we have developed solutions that deliver a full and cost effective long-term funding model, together with total facility management solutions and wider service offerings for NHS Trusts.

Whilst some delayed starts have seen a reduction in turnover to £114m for the year to 31 st August 2025 (2024: £129m), the Directors are pleased to report an improvement in the quality of earnings, with Gross Profit increasing to £11.1m - 9.8% (2024: £10.5m – 8.1%) and Operating Profit increasing to £5.8m 5.4% (2024: £5.5m – 4.2%). There is a record order book and pipeline for the year to August 2026 and turnover for next year is expected to be in excess of £140m, resulting from increased activity and growth in our pre-construction teams and an increases in our total facility management contracts (TFM).

After interest, tax and dividends, balance sheet reserves have increased to £10.7m (2024: £9.2m) and with cash balances remaining healthy at £17.7m (2024: £24.0m) the business remains well placed to deliver and support both its immediate and longer term growth plans.

We are pleased to report that the business concluded the strategic acquisition of the Elite Group of companies on 28 th November 2025, which not only enhances our TFM capacity but provides additional focus, expertise, resource and supply chains to deliver the increasing demands of clients in terms of backlog maintenance and wider decarbonisation programmes. The Elite group brings a strong cultural fit and new West Yorkshire office for MTX and with its proud reputation for customer service, its core offer of facilities management, engineering services and fabric maintenance will bring both immediate and longer-term benefits to MTX and their clients.

The UK government actively promotes Modern Methods of Construction (MMC) to enhance the efficiency and sustainability of the construction industry. MTX has been and continues to be at the forefront of this initiative, developing innovative techniques in offsite manufacture, improving the quality, speed and safety in the effective and timely delivery of NHS projects. The Group is proud of its success and reputation to deliver solutions for clients, many of which can be seen within our website www.mtx.co.uk/construct/modern-methods-of-construction and have been independently recognised through the following awards in 2025;

- Lincolnshire Community Diagnostic Centres, Building Better Healthcare’s CDC of the year

- Milford Community Diagnostic Centre, Building Better Healthcare’s best Modular/Mobile Healthcare facility

The forward thinking approach of MTX extends to the environment, social values and local communities, the construction of energy efficient buildings and the use of environmentally friendly techniques. By becoming more sustainable we play a major part in aligning economic interests with construction projects ensuring we compliment both the environment and the community. We are equally committed to ensuring our clients meet their long term sustainability challenges by providing support and advice from consulting and planning, design and construction, to post construction support services. We aim to minimise the negative impact our operations have on the environment and maximise the quality and sustainability of the environments we construct by;

- Adhering to our environmental policy

- Complying with our BS EN ISO 14001:2015 certified environmental management system

- Continuing to innovate

- Reducing carbon

- Reducing waste

- Sourcing responsibly

MTX HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -
Principal risks and uncertainties

Contract risk - the construction sector is inherently at risk of changes in design, resource limitations and price fluctuations that may impact the quality and commercial outcomes of construction contracts at any time. MTX operates well established processes and effective quality controls to monitor and evaluate these risks from tender through to contract completion and employs experienced in-house professionals to oversee design, delivery and commercial risks throughout the contract period. The Group maintains appropriate levels of cash in hand and balance sheet reserves sufficient to support any contract issues as they arise without impacting the wider business.

Economic uncertainty – like many organisations we continue to see economic challenges and uncertainty. MTX prides itself on maintaining positive relationships and payment terms with its supply chains and through regular and proactive dialogue with our supply chain the directors are confident we will continue to serve our clients seamlessly. We would like to take this opportunity for thanking our supply chain for their continued support and look forward to strengthening key relationships and sharing future success together.

Health & Safety - the Directors remain committed to ensuring safe working practices and compliance to mitigate all risks to colleagues, sub-contractors, customers and the public. The Group operates stringent safety policies and practices, including regular independent audits, reporting and learning from any incidents or near misses and promotes a culture of continual improvement.

Market and Political changes - with ambitious growth plans, the Group is focussed on potential changes in demand and political change. With NHS pressures expected to continue for the foreseeable future, the Directors believe the business remains in a strong position to capitalise on demand for new health facilities and ancillary products across the country. We continue to see commitment from central government and NHS Trusts whilst also maintaining a focus on other sectors where modern methods of construction and our expertise can be utilised and are working with partners to provide new funding solutions for clients, through our FLEX Full-Serviced Lease Extensions.

Regulatory Compliance - MTX is subject to regulatory compliance risk which could materialise from a failure to comply with relevant codes of practice, law or regulation. Failure to comply could result in fines, cessation of some business activities and/or public reprimand. This risk is mitigated through close monitoring of regulatory compliance and ongoing training. The directors recognises their “Duty of Care” towards the environment whilst conducting its business activities and place extreme importance on complying with both legal and moral obligations towards the environment.

Key performance indicators

We utilise a suite of KPIs across the business which are key to measuring our activities. These KPIs incorporate operational and financial activities in addition to stringent health and safety performance across all of our sites. We set key targets for the future to ensure continual improvement in all we do. Throughout another busy and challenging year we have maintained positive results across all of our KPIs, including our Accident Frequency Rate (AFR), Profit and Margins, Reserves, Work-In-Hand, Client Response Times and Satisfaction Scores.

Section 172(1) statement

The board of directors of MTX Contracts Limited consider that they have acted in good faith and in a manner likely to promote the success of the company for the benefit of all its members (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 August 2025. Our primary considerations and decisions are designed to have a long-term beneficial impact on the company and one that focuses on delivering high quality service across all departments of the business.

Fundamental to the ultimate success and delivery of this service is our team members. The health, safety and well-being of our team members is one of our primary considerations in the way we conduct business. We aim to be a responsible employer in our approach to the pay and benefits our team members receive and believe part of the key to our success is the way in which we engage with suppliers and our customers. We meet and have regular dialogue with our supply chain partners and constantly review certain key areas to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

MTX HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 3 -

On a wider scale, we take into account the impact of the group’s operations on the community and environment as our social responsibilities and in particular how we comply with environmental legislation. At every opportunity we pursue waste-savings and react promptly to local community concerns.

As the board of directors, we behave responsibly and ensure that management operate in an equally responsible manner. We operate within high standards of ethics, business conduct and sound governance expected for a business such as ours. In doing so we will contribute to the delivery of our plans to meet and exceed our expectations and nurture our excellent reputation.

Business Ethos and Social Value

An ongoing priority of the business will be to consolidate our position in the local community by providing a total customer experience from the initial sales process through to customer service, support and satisfaction. We will continue our comprehensive training and coaching programs in order to further support our aims in providing a great customer experience for all our customers. By achieving this we hope to be one of our industry's leading companies to work for and with.

The company adopts modern methods of construction (MMC) and invests in innovative products and solutions by bringing together expertise in the development, design, construction and funding of fast-track and cost effective healthcare facilities and similar technically challenging building projects throughout the UK. The Group is passionate and committed to providing creative, bespoke, high quality solutions that meet the modern demands, life cycles and budgets for new environmentally focussed buildings that meet the ever changing needs of users.

Social Value continues to be a core pillar of MTX’s approach, driving how we engage with people, support communities, and deliver environmentally responsible projects. Over the past 12 months, we have strengthened our commitment to creating long-term value through employment, skills development, community investment, and sustainable construction practices. Our activities align with national Social Value frameworks and client priorities, ensuring that every project leaves a meaningful legacy for the communities we serve.

This year, MTX has delivered significant and measurable Social Value impact. We successfully trained 130 apprentices, supported 6 work-experience students, and created 9 new jobs, ensuring 100% of our workforce is paid the Living Wage. Our local economic contribution remains strong, with 98% of our top 100 suppliers being MSMEs, supporting inclusive growth. Across our community programmes, we delivered 210 volunteering hours, provided 180 meals to local communities, donated £47,934 in trust contributions, and gave £6,000 to youth football initiatives. Through our partnership with BTA (Ball Tampering Allowed), we contributed a further £51,000, and supported 27 educational institutions, reaching 819 students through skills, careers, and STEM engagement.

Environmentally, MTX maintained its focus on sustainable operations, diverting 98% of waste away from landfill and embedding resource-efficient construction practices across our projects. Our overall Social Return on Investment (SROI) for the year reached £100,985,543, demonstrating the substantial and wide-ranging value delivered through our Social Value commitments. Together, these outcomes highlight MTX’s continued dedication to responsible construction, community enrichment, and positive environmental stewardship.

On behalf of the board

D Hartley
Director
10 March 2026
MTX HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 August 2025.

Principal activities

The principal activity of the group continued to be that of design, construction and maintenance of specialist healthcare and fresh produce environments.

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £4,270,000. The directors do not recommend payment of a further dividend.

Directors

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

D Hartley
G Hartley
S Hartley
Research and development

The group adopts modern methods of construction ("MMC") and invests in innovative products and solutions by bringing together expertise in the development, design, construction and funding of fast-track and cost effective healthcare facilities and similar technically challenging building projects throughout the UK. The group is passionate and committed to providing creative, bespoke, high-quality solutions that meet the modern demands, life cycles and budgets for new environmentally focussed buildings.

Auditor

The auditor, Cooper Parry Group Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 September 2024 to 31 August 2025, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.

The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
822,735
1,135,013
MTX HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 5 -
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Combustion of fuel for heating purposes
0.50
0.60
- Combustion of fuel for transport purposes
26.00
90.00
26.50
90.60
Scope 2 - indirect emissions
- Emissions from purchased electricity
84.00
205.00
- Emissions from Battery Electric Vehciles (BEV)
12.00
10.00
96.00
215.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
144.00
123.00
Total gross emissions
266.50
428.60
Intensity ratio
Tonnes CO2e per full-time employee
3.41
5.36
Quantification and reporting methodology

This report has been compiled using the methodology laid out in the UK Environmental reporting Guidelines: Including streamlined energy and carbon reporting guidance, published by BEIS and Defra in March 2019. energy consumption has been derived from invoices and meter readings. Green House Gas (GHG) emissions were calculated using activity data provided by MTX in conjunction with the UK Government GHG Conversion Factors for Company reporting (July 2025).

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full-time employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

During the reporting year MTX has undertaken the following energy efficiency measures.

- The company has installed a solar array at its head office location to reduce their reliance on grid electricity and lower the carbon intensity of its electricity use.

- Utilised Hydrotreated Vegetable Oil (HVO) fuel which is a more sustainable source of fuel.

- Continued to increase the proportion of company owned vehicles which are BEV.

MTX HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;

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

- 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 and company will continue in business.

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

Statement of disclosure to auditor

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

On behalf of the board
D Hartley
Director
10 March 2026
MTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MTX HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of MTX Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 August 2025 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

MTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MTX HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

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

Identifying and assessing potential risks related to irregularities

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

- the nature of the industry and sector, control environment and business performance including the design of the company’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

MTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MTX HOLDINGS LIMITED
- 9 -

We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements. The key laws and regulations we considered in this context included the UK Companies Act, pensions legislation and tax legislation in all relevant jurisdictions where the group operates.

Audit procedures

W e considered provisions of other laws and regulations that do not have a direct effect on the Financial Statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty.

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

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the Financial Statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Zoë Duffy BFP FCA
Senior Statutory Auditor
For and on behalf of Cooper Parry Group Limited
10 March 2026
Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT
MTX HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
113,525,978
129,410,746
Cost of sales
(102,404,600)
(118,884,750)
Gross profit
11,121,378
10,525,996
Administrative expenses
(5,272,960)
(4,963,782)
Operating profit
4
5,848,418
5,562,214
Interest receivable and similar income
7
850,846
1,034,955
Profit before taxation
6,699,264
6,597,169
Tax on profit
8
(975,213)
(1,684,237)
Profit for the financial year
19
5,724,051
4,912,932
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
MTX HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
1,365,217
1,625,257
Total intangible assets
1,365,217
1,625,257
Tangible assets
11
506,741
539,112
1,871,958
2,164,369
Current assets
Debtors
14
15,471,691
15,575,848
Cash at bank and in hand
17,666,511
23,979,925
33,138,202
39,555,773
Creditors: amounts falling due within one year
15
(24,308,474)
(32,472,507)
Net current assets
8,829,728
7,083,266
Net assets
10,701,686
9,247,635
Capital and reserves
Called up share capital
17
1,225
1,225
Share premium account
19
2,923,579
2,923,579
Profit and loss reserves
19
7,776,657
6,322,606
Equity attributable to owners of the parent company
10,701,461
9,247,410
Non-controlling interests
225
225
Total equity
10,701,686
9,247,635
The financial statements were approved by the board of directors and authorised for issue on 10 March 2026 and are signed on its behalf by:
10 March 2026
D Hartley
Director
Company registration number 09870619 (England and Wales)
MTX HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
4,811,945
4,811,945
Current assets
Debtors
14
903,344
3,111
Cash at bank and in hand
15,040
5,100,302
918,384
5,103,413
Creditors: amounts falling due within one year
15
(24,964)
(4,388,957)
Net current assets
893,420
714,456
Net assets
5,705,365
5,526,401
Capital and reserves
Called up share capital
17
1,225
1,225
Share premium account
19
2,923,579
2,923,579
Profit and loss reserves
19
2,780,561
2,601,597
Total equity
5,705,365
5,526,401

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £4,448,964 (2024 - £3,781,198 profit).

The financial statements were approved by the board of directors and authorised for issue on 10 March 2026 and are signed on its behalf by:
10 March 2026
D Hartley
Director
Company registration number 09870619 (England and Wales)
MTX HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 September 2023
1,225
2,923,579
5,439,674
8,364,478
-
8,364,478
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
4,912,932
4,912,932
-
4,912,932
Dividends
9
-
-
(4,030,000)
(4,030,000)
-
(4,030,000)
Balance at 31 August 2024
1,225
2,923,579
6,322,606
9,247,410
225
9,247,635
Year ended 31 August 2025:
Profit and total comprehensive income
-
-
5,724,051
5,724,051
-
5,724,051
Dividends
9
-
-
(4,270,000)
(4,270,000)
-
(4,270,000)
Balance at 31 August 2025
1,225
2,923,579
7,776,657
10,701,461
225
10,701,686
MTX HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2023
1,225
2,923,579
2,850,400
5,775,204
Year ended 31 August 2024:
Profit and total comprehensive income for the year
-
-
3,781,197
3,781,197
Dividends
9
-
-
(4,030,000)
(4,030,000)
Balance at 31 August 2024
1,225
2,923,579
2,601,597
5,526,401
Year ended 31 August 2025:
Profit and total comprehensive income
-
-
4,448,964
4,448,964
Dividends
9
-
-
(4,270,000)
(4,270,000)
Balance at 31 August 2025
1,225
2,923,579
2,780,561
5,705,365
MTX HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
24
(1,462,585)
12,924,490
Income taxes paid
(1,337,560)
(402,321)
Net cash (outflow)/inflow from operating activities
(2,800,145)
12,522,169
Investing activities
Purchase of tangible fixed assets
(104,175)
(391,312)
Proceeds from disposal of tangible fixed assets
-
21,550
Repayment of loans
10,060
(36,512)
Interest received
850,846
1,034,955
Net cash generated from investing activities
756,731
628,681
Financing activities
Proceeds from issue of shares to non-controlling interest
-
225
Payment of finance leases obligations
-
(3,048)
Dividends paid to equity shareholders
(4,270,000)
(4,030,000)
Net cash used in financing activities
(4,270,000)
(4,032,823)
Net (decrease)/increase in cash and cash equivalents
(6,313,414)
9,118,027
Cash and cash equivalents at beginning of year
23,979,925
14,861,898
Cash and cash equivalents at end of year
17,666,511
23,979,925
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 16 -
1
Accounting policies
Company information

MTX Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Innovation House, Lower Meadow Road, Handforth, Wilmslow, Cheshire, SK9 3ND.

The group consists of MTX Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

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

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

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company MTX Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover, which is stated net of VAT, represents amounts receivable for contract work completed during the period.

Contract retentions are included in turnover unless the company has insufficient information regarding the recoverability at which point they are excluded from income.

Other turnover and amounts recoverable on contracts are valued at sale s value after provision for contingencies and anticipated future losses on contracts and are included in debtors.

Cash received on account of contracts is deducted from work in progress and amounts recoverable on contracts. Such amounts which have been received and exceed amounts recoverable are included in creditors.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 15 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 18 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Improvements to property
Over the term of the lease
Plant and equipment
25% reducing balance & 10% straight line
Fixtures and fittings
25% reducing balance
Computers
33% straight line
Motor vehicles
40%/25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.11
Construction contracts

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

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

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

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 19 -

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

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 20 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

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

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 21 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

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

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Contract revenues

Recognised amounts of contract revenues and receivables reflect the director's best estimates of contract outcome and stage of completion. This includes the assessment of the profitability of contracts, The organisation draws on the expertise of qualified personnel to undertake such estimates and to apply appropriate levels of scrutiny to ensure the required level of accuracy and governance over this class of asset, in order to limit concern over the recoverability of these balances. Costs to complete and contract profitability are subject to significant estimation uncertainty.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Construction
104,077,474
124,719,307
Consultancy
3,684,077
3,249,182
Facilities management and small works
5,764,427
1,442,257
113,525,978
129,410,746
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
3
Turnover and other revenue
(Continued)
- 22 -
2025
2024
£
£
Other revenue
Interest income
850,846
1,034,955

All the group's turnover arose within the UK.

4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Research and development costs
958,554
11,031
Depreciation of owned tangible fixed assets
134,430
131,623
Loss/(profit) on disposal of tangible fixed assets
2,116
(6,054)
Amortisation of intangible assets
260,040
260,040
Operating lease charges
576,444
450,875
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,090
2,500
Audit of the financial statements of the company's subsidiaries
39,140
38,000
42,230
40,500
For other services
Taxation compliance services
4,635
4,000
Other taxation services
5,250
-
Services relating to corporate finance transactions
45,000
-
All other non-audit services
3,860
1,750
58,745
5,750
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 23 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
3
3
3
3
Office and administrative staff
78
77
-
-
Total
81
80
3
3

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,885,582
4,734,920
-
0
-
0
Social security costs
647,679
526,667
-
-
Pension costs
445,899
344,883
-
0
-
0
5,979,160
5,606,470
-
0
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
768,044
1,034,955
Other interest income
82,802
-
Total income
850,846
1,034,955
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,793,343
1,684,237
Adjustments in respect of prior periods
(818,130)
-
0
Total current tax
975,213
1,684,237
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
8
Taxation
(Continued)
- 24 -

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

2025
2024
£
£
Profit before taxation
6,699,264
6,597,169
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,674,816
1,649,292
Tax effect of expenses that are not deductible in determining taxable profit
70,517
69,818
Adjustments in respect of prior years
(818,130)
-
0
Permanent capital allowances in excess of depreciation
580
4,057
Under/(over) provided in prior years
11,854
-
0
Super deduction allowance
18,782
-
0
Movement in deferred tax not recognised
16,794
(38,930)
Taxation charge
975,213
1,684,237

9
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
4,270,000
4,030,000
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 September 2024 and 31 August 2025
3,900,607
Amortisation and impairment
At 1 September 2024
2,275,350
Amortisation charged for the year
260,040
At 31 August 2025
2,535,390
Carrying amount
At 31 August 2025
1,365,217
At 31 August 2024
1,625,257
The company had no intangible fixed assets at 31 August 2025 or 31 August 2024.
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 25 -
11
Tangible fixed assets
Group
Improvements to property
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 September 2024
219,053
224,722
142,431
292,272
154,799
1,033,277
Additions
-
0
185
4,568
26,399
73,023
104,175
Disposals
-
0
(7,476)
(16,385)
(10,282)
-
0
(34,143)
At 31 August 2025
219,053
217,431
130,614
308,389
227,822
1,103,309
Depreciation and impairment
At 1 September 2024
24,451
143,687
84,096
206,803
35,128
494,165
Depreciation charged in the year
9,731
20,259
15,163
52,141
37,136
134,430
Eliminated in respect of disposals
-
0
(6,889)
(15,718)
(9,420)
-
0
(32,027)
At 31 August 2025
34,182
157,057
83,541
249,524
72,264
596,568
Carrying amount
At 31 August 2025
184,871
60,374
47,073
58,865
155,558
506,741
At 31 August 2024
194,602
81,035
58,335
85,469
119,671
539,112
The company had no tangible fixed assets at 31 August 2025 or 31 August 2024.
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
4,811,945
4,811,945
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2024 and 31 August 2025
4,811,945
Carrying amount
At 31 August 2025
4,811,945
At 31 August 2024
4,811,945
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 26 -
13
Subsidiaries

Details of the company's subsidiaries at 31 August 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
MTX Contracts Limited
1
Ordinary - A
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Innovation House, Lower Meadow Road, Handforth, Wilmslow, Cheshire, SK9 3ND
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,762,181
12,799,077
-
0
-
0
Gross amounts owed by contract customers
4,300,839
2,398,492
-
0
-
0
Amounts owed by group undertakings
-
-
897,600
-
Other debtors
113,260
122,383
3,113
3,111
Prepayments and accrued income
295,411
255,896
2,631
-
0
15,471,691
15,575,848
903,344
3,111

Movements on provisions for doubtful debts resulted in a debit of £4,999 (2024: £nil) to the statement of profit or loss.

15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Payments received on account
3,406,301
4,385,512
-
0
-
0
Trade creditors
8,481,092
11,217,847
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
-
0
4,013,957
Corporation tax payable
503,748
866,095
24,964
-
0
Other taxation and social security
788,647
1,818,813
-
-
Other creditors
50,221
376,705
-
0
375,000
Accruals and deferred income
11,078,465
13,807,535
-
0
-
0
24,308,474
32,472,507
24,964
4,388,957
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
445,899
344,883
MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
16
Retirement benefit schemes
(Continued)
- 27 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

17
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
12,250
12,250
123
123
Ordinary B shares of 1p each
12,250
12,250
123
123
Ordinary C shares of 1p each
30,625
30,625
306
306
Ordinary D shares of 1p each
30,625
30,625
306
306
Ordinary E shares of 1p each
15,313
15,313
153
153
Ordinary F shares of 1p each
6,125
6,125
61
61
Ordinary G shares of 1p each
15,312
15,312
153
153
122,500
122,500
1,225
1,225

All shares rank equally with regards to voting rights and entitlement to assets on winding up. All shares are not redeemable.

19
Reserves
Profit and loss reserves

Retained earnings represents the net of accumulated distributable profits and losses net of dividends paid.

20
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
444,184
393,751
-
-
Between two and five years
539,548
621,610
-
-
In over five years
465,834
551,834
-
-
1,449,566
1,567,195
-
-
21
Events after the reporting date

On 28 November 2025, the group completed on the acquisition of the entire share capital of Elite Property & Facilities Group Limited and Elite Group Holdings Limited. Consideration for these acquisitions was £3.5 million.

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 28 -
22
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Purchases
Purchases
2025
2024
£
£
Group
Entities under common control of key management personnel
135,439
155,178

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Entities under common control of key management personnel
-
7,200

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Entities under common control of key management personnel
96
-
23
Controlling party

The ultimate controlling party is the Hartley Family by virtue of their majority shareholding in MTX Holdings Limited.

MTX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 29 -
24
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Profit after taxation
5,724,051
4,912,932
Adjustments for:
Taxation charged
975,213
1,684,237
Investment income
(850,846)
(1,034,955)
Loss/(gain) on disposal of tangible fixed assets
2,116
(6,054)
Amortisation and impairment of intangible assets
260,040
260,040
Depreciation and impairment of tangible fixed assets
134,430
131,623
Movements in working capital:
Decrease in debtors
94,097
15,130,986
Decrease in creditors
(7,801,686)
(8,154,319)
Cash (absorbed by)/generated from operations
(1,462,585)
12,924,490
25
Analysis of changes in net funds - group
1 September 2024
Cash flows
31 August 2025
£
£
£
Cash at bank and in hand
23,979,925
(6,313,414)
17,666,511
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