ACCOUNTS - Final Accounts preparation

Registered number: 12711148

Hill Group Holdings Limited

Unaudited

Financial statements

For the year ended 31 July 2025


Hill Group Holdings Limited

Company Information

Directors	J L Hill
	I S Hill


Registered number	12711148


Registered office	Unit 3 Shackleton Way
	Stafford
	Staffordshire
	ST16 1GY


Accountants	Dains Audit Limited
	2 Chamberlain Square
	Birmingham
	B3 3AX


Bankers	HSBC UK Bank plc
	20 Market Place
	Cannock
	Staffordshire
	WS11 1BX


Hill Group Holdings Limited

Contents

	Page
Consolidated balance sheet	1 - 2
Company balance sheet	3 - 4
Notes to the financial statements	5 - 17


Hill Group Holdings Limited Registered number:12711148

Consolidated balance sheet

As at 31 July 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	4		29,391,083		21,096,416
Tangible assets	5		3,099,173		1,591,303
			32,490,256		22,687,719
Current assets
Debtors: amounts falling due within one year	7	23,147,820		14,046,538
Cash at bank and in hand		14,914,643		17,869,139
		38,062,463		31,915,677
Creditors: amounts falling due within one year	8	(8,923,634)		(1,411,532)
Net current assets			29,138,829		30,504,145
Total assets less current liabilities			61,629,085		53,191,864
Creditors: amounts falling due after more than one year	9		(59,510,180)		(52,187,107)
Net assets			2,118,905		1,004,757

Capital and reserves
Called up share capital	11	100	100
Profit and loss account		2,118,805	1,004,657
		2,118,905	1,004,757

Page 1


Hill Group Holdings Limited Registered number:12711148

Consolidated balance sheet (continued)

As at 31 July 2025

The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

___________________________

J L Hill

Director

Date: 16 April 2026

The notes on pages 5 to 17 form part of these financial statements.

Page 2


Hill Group Holdings Limited Registered number:12711148

Company balance sheet

As at 31 July 2025

		2025		2024
Note		£		£

Fixed assets
Investments	6		600		600
Current assets
Debtors: amounts falling due within one year	7	100		100
Cash at bank and in hand		912		912
		1,012		1,012
Creditors: amounts falling due within one year	8	(18,689)		(14,097)
Net current liabilities			(17,677)		(13,085)
Net liabilities			(17,077)		(12,485)

Capital and reserves
Called up share capital	11		100		100
Profit and loss account brought forward		(12,585)		(9,284)
Loss for the year		(4,592)		(3,301)
Profit and loss account carried forward			(17,177)		(12,585)
Total shareholders' deficit			(17,077)		(12,485)

Page 3


Hill Group Holdings Limited Registered number:12711148

Company balance sheet (continued)

As at 31 July 2025

As permitted by Section 408 of the Companies Act 2006, no separate Statement of income and retained earnings is presented in respect of the parent company.

The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the consolidated statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

___________________________

J L Hill

Director

Date: 16 April 2026

The notes on pages 5 to 17 form part of these financial statements.

Page 4


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

1.	General information

Hill Group Holdings Limited is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales under the Companies Act. The registered number of the company is 12711148 and its registered office is Unit 3 Shackleton Way, Stafford, Staffordshire, ST16 1GY. The principal activity of the group is that of the design, manufacture and sale of helicopters. The principal activity of the company is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are presented in the Group's functional currency of GBP (Sterling). They are prepared to the nearest £1.

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 income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 5


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

2.Accounting policies (continued)

2.3

Going concern

The group has, as planned, recorded a profit before tax of £1.2m (2024 - £1.6m). During the year, the income generated in the form of deposits totalled £8.9m from 205 units. These deposits are currently held in deferred income on the balance sheet and will be realised on delivery in future periods. Since the balance sheet date (as at 31 December 2025) the directors have successfully secured further sales of 33 units (therefore total sales to date of 1,423 units). This has generated income in the form of deposits of £1.2m. The current total order book value for 1,423 units is £702.7m.

The structure of the sale and purchase agreements and the timing of the deposits and payments is designed to generate sufficient cashflow for each phase of the design, development, production and delivery of the HX50/HC50 helicopter to market. The directors carefully monitor and manage cashflows to ensure liquidity at each phase.

In doing so, the directors have prepared cashflow forecasts, covering a period extending beyond 12 months from the date of approval of these financial statements, taking account of anticipated costs, expected revenues and funds raised. These forecasts demonstrate that the group can operate within the finance facilities available to it for a period of at least 12 months from the date of approval of these financial statements and therefore the directors consider it appropriate to prepare the group's financial statements on a going concern basis.

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP and amounts in the financial statements are rounded to the nearest £1.

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 period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 6


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Deposits and instalments received in advance of the sale of goods are held on the balance sheet in deferred income.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Statement of income and retained earnings on a straight-line basis over the lease term.

Page 7


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

2.Accounting policies (continued)

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic life of 10 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Interest income

Interest income is recognised in the Statement of income and retained earnings using the effective interest method.

2.9

Finance costs

Finance costs are charged to the Statement of income and retained earnings 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.

2.10

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 a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Statement of income and retained earnings 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.

Page 8


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

2.Accounting policies (continued)

2.11

Taxation

Tax is recognised in the Statement of income and retained earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.12

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

The estimated useful lives range as follows:

Development expenditure

years

Amortisation of development expenditure is provided only when the related asset is available for use, which may be earlier than the point of market launch of the related asset or generation of the first economic benefits from the asset.

Page 9


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

2.Accounting policies (continued)

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Leasehold improvements	-	20% straight line
				Plant and machinery	-	33% 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 in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.17

Creditors

Short-term creditors are measured at the transaction price.

Page 10


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

2.Accounting policies (continued)

2.18

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, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 11


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

Employees

The average monthly number of employees, including directors, during the year was 5 (2024 - 5).

4.	Intangible assets
	Group

		Development expenditure
		£
	Cost
	At 1 August 2024	21,096,416
	Additions	8,294,667
	At 31 July 2025	29,391,083

	Net book value
	At 31 July 2025	29,391,083
	At 31 July 2024	21,096,416

Page 12


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

5.	Tangible fixed assets
	Group

	Leasehold improvements	Plant and machinery	Total
	£	£	£
Cost
At 1 August 2024	713,691	969,916	1,683,607
Additions	1,174,649	559,221	1,733,870
At 31 July 2025	1,888,340	1,529,137	3,417,477
Depreciation
At 1 August 2024	69,099	23,205	92,304
Charge for the year on owned assets	155,287	50,472	205,759
Charge for the year on financed assets	-	20,241	20,241
At 31 July 2025	224,386	93,918	318,304
Net book value
At 31 July 2025	1,663,954	1,435,219	3,099,173
At 31 July 2024	644,592	946,711	1,591,303

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


	Plant and machinery	464,639	299,881

Page 13


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

6.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 August 2024	600
	At 31 July 2025	600

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Class of shares	Holding

Hill Helicopters Limited	Ordinary	100%
Hill Group Commercial Services Limited	Ordinary	100%
Hill Group Facilities Limited	Ordinary	100%
Hill Group Technologies Limited	Ordinary	100%
Hill Group Manufacturing Limited	Ordinary	100%
Hill Helicopters Support Limited	Ordinary	100%

All subsidiaries have the same registered address as the parent company: Unit 3 Shackleton Way, Stafford, Staffordshire, ST16 1GY.

The aggregate of the share capital and reserves as at 31 July 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Net assets / (liabilities)	Profit/(loss)
	£	£

Hill Helicopters Limited	(32,261,473)	(8,091,221)
Hill Group Commercial Services Limited	122,469	38,821
Hill Group Facilities Limited	1,773,884	(136,493)
Hill Group Technologies Limited	31,927,502	9,052,633
Hill Group Manufacturing Limited	100	-
Hill Helicopters Support Limited	100	-

Page 14


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	100,049	2,046,977	-	-
Other debtors	8,789,626	185,491	100	100
Prepayments and accrued income	14,258,145	11,814,070	-	-
	23,147,820	14,046,538	100	100

8.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	184,399	338,029	-	-
Amounts owed to group undertakings	-	-	14,712	11,097
Corporation tax	49,766	61,622	-	-
Other taxation and social security	39,338	109,628	-	-
Obligations under finance lease and hire purchase contracts	92,943	43,112	-	-
Other creditors	8,379,110	581,770	-	-
Accruals and deferred income	178,078	277,371	3,977	3,000
	8,923,634	1,411,532	18,689	14,097

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Page 15


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

9.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Net obligations under finance leases and hire purchase contracts	359,014	213,429
Deferred income	59,151,166	51,973,678
	59,510,180	52,187,107

10.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2025	2024
		£	£

Within one year	92,943	43,112
Between 1-5 years	359,014	172,449
Over 5 years	-	40,980
	451,957	256,541

Obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.

11.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Ordinary shares of £1 each	100	100

12.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £4,753 (2024 - £2,713). Contributions totalling £897 (2024 - £613) were payable to the fund at the balance sheet date and are included in creditors.

Page 16


Hill Group Holdings Limited

Notes to the financial statements

For the year ended 31 July 2025

13.	Commitments under operating leases
	At 31 July 2025 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	212,727	165,455
Later than 1 year and not later than 5 years	1,134,546	1,063,637
Later than 5 years	1,134,546	1,323,637
	2,481,819	2,552,729

14.	Controlling party

The company’s share capital is held wholly by the directors, J L Hill and I S Hill, in equal proportions, therefore there is no one ultimate controlling party of the group.

Page 17