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REGISTERED NUMBER: 14491911 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 May 2025

for

HML VENTURES LTD

HML VENTURES LTD (REGISTERED NUMBER: 14491911)






Contents of the Consolidated Financial Statements
for the year ended 31 May 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


HML VENTURES LTD

Company Information
for the year ended 31 May 2025







DIRECTORS: C N Barnett
A E Massam



REGISTERED OFFICE: Global House
60B Queen Street
Horsham
RH13 5AD



REGISTERED NUMBER: 14491911 (England and Wales)



AUDITORS: Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB



BANKERS: Barclays Bank Plc
Barclays Business
PO Box 9359
Leicester
LE87 2BB

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Group Strategic Report
for the year ended 31 May 2025

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

PRINCIPAL ACTIVITY
The principal activity of the group is the provision of IT managed services and business voice and data communications services. The group's product portfolio is wide ranging and includes: IT managed services, hosted telephony, data connectivity, mobile solutions, security solutions and energy solutions. These solutions are delivered to customer locations throughout the United Kingdom.

OUR PURPOSE
The purpose of the group is to meet the needs of our customers, delivering the experience, products and services that matter to them. The smallest companies through to multinational corporations use the group's services every day to conduct their business.

The success of the group as a business depends on delivering value to all our customers and stakeholders. We plan and anticipate what they want and work with carefully selected partners to develop products, services and an overall experience that meet their needs.

REVIEW OF BUSINESS
The group has been growing through organic and acquisitive strategy. In August 2024 the group acquired L2J Group Limited (and its subsidiaries Logic 1st Limited and STI Solutions Limited) and in February 2025 the group acquired Intelligent Performance Limited, both IT managed service providers.

Post-year end in March 2026 the group completed the acquisition of Solent Group Holdings Limited (and its subsidiaries), an IT managed service provider based in Southampton.

The group refinanced its senior debt facility in February 2025 to facilitate the acquisition of Intelligent Performance Limited. Post-year end the senior debt facility was extended in March 2026 to provide funding for the acquisition of Solent Group Holdings Limited. The group has a strong relationship with its senior debt partner, Thincats.

The group is actively looking for further earnings enhancing acquisition opportunities to grow the customer base which will complement the organic growth planned for the forthcoming financial year.

There has been further investment in the core systems and infrastructure throughout the year. The main projects included further enhancement of the CRM contract system and the sales opportunity management system. The group intends to undertake further systems development during the next financial year as it creates a scalable platform for growth.

The operating quality standards of ISO:9001 and the information security standards of ISO:27001 continue to be maintained across the group. The group continues to work on improving its quality management system and actively reviews potential accreditations to help support its customers.

PRINCIPAL RISKS AND UNCERTAINTIES
There are several risks and uncertainties that can impact the performance of the group, some of which are beyond the control of the group and its board. These trends and risks are the focus of monthly management meetings where each departments performance is assessed versus budget, forecast and prior year results. Key performance indicators are also used to benchmark operational performance for all departments. An annual assessment of trends and risks is an integral part of each department's annual review of its strategic plan and budget, which are submitted to the board for consideration and approval. A combination of all of this, in what is a bottom up and top down approach, enables the board to determine and assess the companies risk environment.

The principal risks and uncertainties facing the group are outlined below:

Key resources
The group is managed by certain key personnel, including executive directors and senior management who have significant experience within the group and who may be difficult to replace. Furthermore, the group depends on being able to recruit and retain employees of an appropriate calibre to win and service contracts. The group has sought to mitigate this resource risk by investing in staff training programmes, competitive reward and compensation packages, management incentive schemes and succession planning.

Market conditions

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Group Strategic Report
for the year ended 31 May 2025

The group's products are targeted at many different sectors, which include high street retailers, estate agents, pharmacy, dental practices and petrol retailers. As a result, demand is dependent on activity levels in these respective sectors, which vary by location and are subject to the usual drivers of telecommunication activity (i.e. general economic conditions and volatility, interest rates, business/consumer confidence levels, unemployment, population growth, etc.). The exposure to the cyclicality of any one sector is partially mitigated by the group's diversification, both nationally and by product.

Input prices and availability
The group's operating performance is impacted by the pricing and availability of its key inputs, which include calls, mobiles, telecommunications systems and maintenance. The pricing of such inputs can be quite volatile at times due to demand and the input costs of the supply base. The group manages the effect of such movements through a strong central procurement process, long-term relationships with suppliers, economic purchasing, multiple suppliers and inventory management.

Competitive pressures
The group continually faces competition in each of the sector's in which it has a presence. The competitive environment in any one sector is a function of several factors including the number of competitors, pricing, the economic/demand characteristics of that sector. and the availability of substitute products. While such competitive forces can impact profitability in the short-term the group looks to offset such adverse effects by:
(i) a program of continuous process improvement;
(ii) a permanent emphasis on product enhancement which allows the group's businesses to be a leading-edge provider of innovative telecommunication systems and software and, therefore, helps to differentiate itself from competitors, and
(iii) providing a best in class service to customers by offering expert technical support, short delivery times and products that come with a guaranteed performance.

Liquidity risk
Liquidity risk is the risk that the group may be unable to meet its obligations as they fall due or fund its ongoing operations. In the current UK economic climate, with continued inflationary pressure, elevated borrowing costs and subdued growth expectations, the group manages this risk through regular cash flow forecasting, monitoring of working capital and customer receipts, and review of available funding, supplier commitments and recurring service obligations. The board considers current liquidity arrangements to be sufficient for the group’s foreseeable requirements, while continuing to monitor customer payment trends, cost pressures and wider economic conditions.

Customer credit risk
As part of the overall service package the group provides credit to customers and as a result there is an associated risk that the customer may not be able to pay outstanding balances. The group has established procedures and credit control policies around managing its trade debtors and acts where necessary. Trade debtors are primarily managed by a sanction process backed up by the board. All major outstanding and overdue balances, together with significant potential exposures, are regularly reviewed and concerns are discussed at monthly meetings at which the board are present. Control systems are in place to ensure that authorisation requests are supported with appropriate and sufficient documentation and are approved at appropriate levels in the organisation.

At the year end, the group was carrying a trade debtors balance of £3,488,347 (2024: £2,516,938) expressed net of provisions for default in payment.

Information technology and business continuity
The group uses a range of information technology and decision support systems across its business for efficient processing of orders, control procedures and financial management. These systems are constantly reviewed and updated to meet the needs of the group. Business continuity and disaster recovery planning is regularly assessed and tested to ensure the group is adequately resourced and maintains an appropriately robust environment including preventative processes on cybercrime. This is further mitigated through consequential loss insurance and business continuity plans which are updated regularly.

Data protection and back-up
The group holds a significant volume of confidential data. Failure to comply with data privacy regulations and standards (GDPR) or weakness in internet security may result in a major data privacy breach causing reputational damage to the group's brands and financial loss.


HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Group Strategic Report
for the year ended 31 May 2025

Breach of IT security may cause data to be lost, corrupted or accessed by unauthorised users, impacting the group's reputation. This could give rise to legal or regulatory penalties as well as commercial costs. The group has processes and procedures in place to monitor effectiveness of customer back-up and is continually upgrading security equipment and software and making improvements to physical security processes.

GOING CONCERN
The directors have considered the group's financial position, including its investment holdings and forecast cash flows. Although current liabilities exceeded current assets at the year end, the directors are satisfied that the group has adequate resources to continue in operational existence for the foreseeable future. The loan owed to the subsidiary Global 4 Communications Limited, will not be recalled within 12 months from the date of approval of the financial statements. The group has continued to acquire additional subsidiaries, which the directors feel will improve profitability and cash flows once synergies have been realised. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

FINANCIAL INSTRUMENTS
The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are substantially in Sterling. The group does not enter into any formally designated hedging instruments.

ON BEHALF OF THE BOARD:





C N Barnett - Director


26 May 2026

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Report of the Directors
for the year ended 31 May 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

DIVIDENDS
Interim dividends were paid on the Ordinary A £1 shares throughout the year. The total distribution of dividends on the Ordinary A £1 shares for the year ended 31 May 2025 will be £55,000.

Interim dividends were paid on the Ordinary £1 shares in the year. The total distribution of dividends on the Ordinary £1 shares for the year ended 31 May 2025 will be £200,000.

The directors recommend that no final dividend be paid on the Ordinary A £1 shares or the Ordinary £1 shares.

RESEARCH AND DEVELOPMENT
The group continues to invest in the development of computer science and software in relation to the telecommunications market to ensure it is equipped to deal with continuing developments in this sector. This research and development will ensure that the group is able to evolve with the requirements of its customers.

FUTURE DEVELOPMENTS
The directors are confident that the group will continue to be profitable in the forthcoming year. The group has extended it borrowing facility and has continued to acquire additional subsidiaries to increase profitability and cash flows.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year are shown in note 26 to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

C N Barnett
A E Massam

Other changes in directors holding office are as follows:

M G West - resigned 8 October 2024

DIRECTORS INDEMNITIES
The group has not made qualifying third party indemnity payments for the benefit of the directors during the year.

EMPLOYEE INVOLVEMENT
Information provided to staff is managed through regular email communications and sessions with senior management. These sessions encourage two-way communication between colleagues and senior management.

DISCLOSURE IN THE STRATEGIC REPORT
Certain matters required by regulation to be dealt with in the annual report have been dealt with in the Strategic Report rather than in the Directors' Report. These include principal risks and uncertainties and financial instruments.


HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Report of the Directors
for the year ended 31 May 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





C N Barnett - Director


26 May 2026

Report of the Independent Auditors to the Members of
HML Ventures Ltd

Opinion
We have audited the financial statements of HML Ventures Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
HML Ventures Ltd


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page six, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
HML Ventures Ltd


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

The 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other
management, and from our commercial knowledge and experience of the telecommunications industry;
- we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the company, including the Companies Act 2006, taxation legislation,
data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries
of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative
of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
HML Ventures Ltd


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Chris Morey (Senior Statutory Auditor)
for and on behalf of Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB

26 May 2026

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Consolidated
Income Statement
for the year ended 31 May 2025

2025 2024
as restated
Notes £ £

TURNOVER 3 29,124,437 27,482,323

Cost of sales (18,351,469 ) (19,037,899 )
GROSS PROFIT 10,772,968 8,444,424

Administrative expenses (9,851,466 ) (7,619,510 )
OPERATING PROFIT 5 921,502 824,914

Interest receivable and similar income 27,671 20,686
949,173 845,600

Interest payable and similar expenses 6 (417,989 ) (241,978 )
PROFIT BEFORE TAXATION 531,184 603,622

Tax on profit 7 (323,199 ) (222,228 )
PROFIT FOR THE FINANCIAL YEAR 207,985 381,394
Profit attributable to:
Owners of the parent 166,674 375,168
Non-controlling interests 41,311 6,226
207,985 381,394

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Consolidated
Other Comprehensive Income
for the year ended 31 May 2025

2025 2024
as restated
Notes £ £

PROFIT FOR THE YEAR 207,985 381,394


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

207,985

381,394

Total comprehensive income attributable to:
Owners of the parent 166,674 375,168
Non-controlling interests 41,311 6,226
207,985 381,394

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Consolidated Balance Sheet
31 May 2025

2025 2024
as restated
Notes £ £
FIXED ASSETS
Intangible assets 11 7,510,869 3,239,465
Tangible assets 12 148,250 109,519
Investments 13 - -
7,659,119 3,348,984

CURRENT ASSETS
Stocks 14 32,046 18,919
Debtors 15 7,447,621 4,171,909
Cash at bank and in hand 648,404 1,617,711
8,128,071 5,808,539
CREDITORS
Amounts falling due within one year 16 (9,107,744 ) (6,522,912 )
NET CURRENT LIABILITIES (979,673 ) (714,373 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,679,446

2,634,611

CREDITORS
Amounts falling due after more than one
year

17

(6,507,152

)

(2,420,949

)

PROVISIONS FOR LIABILITIES 22 (23,049 ) (17,402 )
NET ASSETS 149,245 196,260

CAPITAL AND RESERVES
Called up share capital 23 110 110
Other reserves 24 148,488 148,488
Retained earnings 24 (63,399 ) 24,927
SHAREHOLDERS' FUNDS 85,199 173,525

NON-CONTROLLING INTERESTS 64,046 22,735
TOTAL EQUITY 149,245 196,260

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:





C N Barnett - Director


HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Company Balance Sheet
31 May 2025

2025 2024
as restated
Notes £ £
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 3,392,396 3,392,396
3,392,396 3,392,396

CURRENT ASSETS
Cash at bank and in hand 276 330

CREDITORS
Amounts falling due within one year 16 (3,376,270 ) (2,529,018 )
NET CURRENT LIABILITIES (3,375,994 ) (2,528,688 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

16,402

863,708

CREDITORS
Amounts falling due after more than one
year

17

-

(862,809

)
NET ASSETS 16,402 899

CAPITAL AND RESERVES
Called up share capital 23 110 110
Retained earnings 16,292 789
SHAREHOLDERS' FUNDS 16,402 899

Company's profit for the financial year 270,503 424,689

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

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:





C N Barnett - Director


HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Consolidated Statement of Changes in Equity
for the year ended 31 May 2025

Called up
share Retained Other
capital earnings reserves
£ £ £
Balance at 1 June 2023 110 49,759 -

Changes in equity
Dividends - (400,000 ) -
Total comprehensive income - 375,168 148,488
110 24,927 148,488
Non-controlling interest arising on
business combination

-

-

-
Balance at 31 May 2024 110 24,927 148,488

Changes in equity
Dividends - (255,000 ) -
Total comprehensive income - 166,674 -
Balance at 31 May 2025 110 (63,399 ) 148,488
Non-controlling Total
Total interests equity
£ £ £
Balance at 1 June 2023 49,869 - 49,869

Changes in equity
Dividends (400,000 ) - (400,000 )
Total comprehensive income 523,656 6,226 529,882
173,525 6,226 179,751
Non-controlling interest arising on
business combination

-

16,509

16,509
Balance at 31 May 2024 173,525 22,735 196,260

Changes in equity
Dividends (255,000 ) - (255,000 )
Total comprehensive income 166,674 41,311 207,985
Balance at 31 May 2025 85,199 64,046 149,245

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Company Statement of Changes in Equity
for the year ended 31 May 2025

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 June 2023 110 (23,900 ) (23,790 )

Changes in equity
Dividends - (400,000 ) (400,000 )
Total comprehensive income - 424,689 424,689
Balance at 31 May 2024 110 789 899

Changes in equity
Dividends - (255,000 ) (255,000 )
Total comprehensive income - 270,503 270,503
Balance at 31 May 2025 110 16,292 16,402

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Consolidated Cash Flow Statement
for the year ended 31 May 2025

2025 2024
as restated
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 2,258,394 2,059,822
Interest paid (695,892 ) (241,978 )
Interest element of hire purchase or finance
lease rental payments paid

(16,443

)

-
Tax paid/refunded (350,394 ) 112,239
Net cash from operating activities 1,195,665 1,930,083

Cash flows from investing activities
Purchase of intangible fixed assets (990,651 ) -
Purchase of tangible fixed assets (50,251 ) (68,335 )
Acquisition of subsidiary (net cash) (2,941,650 ) (1,192,505 )
Interest received 1,485 20,686
Loans to other companies (613,000 ) -
Net cash from investing activities (4,594,067 ) (1,240,154 )

Cash flows from financing activities
New loans in year 8,230,001 1,251,135
Loan repayments in year (4,968,779 ) (594,967 )
Amount introduced by directors 304,909 418,735
Amount withdrawn by directors (882,036 ) (571,094 )
Equity dividends paid (255,000 ) (400,000 )
Net cash from financing activities 2,429,095 103,809

(Decrease)/increase in cash and cash equivalents (969,307 ) 793,738
Cash and cash equivalents at beginning of
year

2

1,617,711

823,973

Cash and cash equivalents at end of year 2 648,404 1,617,711

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 May 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2025 2024
as restated
£ £
Profit before taxation 531,184 603,622
Depreciation charges 672,467 322,629
Loss on disposal of fixed assets 60,200 -
Finance costs 417,989 241,978
Finance income (27,671 ) (20,686 )
1,654,169 1,147,543
Decrease in stocks 250 24,000
(Increase)/decrease in trade and other debtors (1,229,878 ) 2,424,636
Increase/(decrease) in trade and other creditors 1,833,853 (1,536,357 )
Cash generated from operations 2,258,394 2,059,822

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 May 2025
31.5.25 1.6.24
£ £
Cash and cash equivalents 648,404 1,617,711
Year ended 31 May 2024
31.5.24 1.6.23
as restated
£ £
Cash and cash equivalents 1,617,711 823,973


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.6.24 Cash flow At 31.5.25
£ £ £
Net cash
Cash at bank and in hand 1,617,711 (969,307 ) 648,404
1,617,711 (969,307 ) 648,404
Debt
Debts falling due within 1 year (1,000,433 ) 824,981 (175,452 )
Debts falling due after 1 year (2,203,449 ) (4,086,203 ) (6,289,652 )
(3,203,882 ) (3,261,222 ) (6,465,104 )
Total (1,586,171 ) (4,230,529 ) (5,816,700 )

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 May 2025

4. ACQUISITION OF BUSINESS

During the year the group obtained control of the following group and its subsidiaries. The fair values of assets acquired and liabilities assumed were as follows:

L2J Limited
Cash 189,894
Stock 250
Trade debtors 66,957
Other debtors 8,458
Tangible assets 10,484
Trade creditors (36,116 )
Other creditors (29,331 )
Corporation tax (14,060 )
196,536
Total purchase price paid in cash 1,112,416
Less: Cash of subsidiary and its group acquired (189,894 )
Cash paid as part of acquisition 922,522

During the year the group also obtained control of the following company. The fair values of assets acquired and liabilities assumed were as follows:



Intelligent
Performance
Limited
Cash 72,798
Stock 13,127
Trade debtors 237,938
Other debtors 4,827
Tangible assets 21,113
Trade creditors (196,151 )
Other creditors (73,750 )
Corporation tax -
79,902
Total purchase price paid in cash 2,077,146
Less: Cash of subsidiary and its group acquired (72,798 )
Cash paid as part of acquisition 2,004,348

Adnitor additional purchase costs 14,780

2,941,650
Total cost of acquisition

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements
for the year ended 31 May 2025

1. STATUTORY INFORMATION

HML Ventures Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


Monetary amounts in these financial statements are rounded to the nearest pound.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The group financial statements consolidate the financial statements of HML Ventures Limited and all of its subsidiary undertakings. Intercompany transactions and balances among group companies are eliminated in full. The results and fair values of the assets and liabilities of undertakings acquired are consolidated from the date on which the group gains control. Consolidation ceases from the date on which control ceases. Uniform accounting policies are followed within the group.

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and estimates and these 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The items in the financial statements where these judgements and estimates have been made include the useful economic life of tangible fixed assets, the depreciation and amortisation of these assets, stock obsolescence, provisions, the recoverability of debtors and tax provisions.

Key sources of estimation uncertainty:

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are depreciated over the approved depreciation rates. The carrying amount of tangible fixed assets is £148,250 (2024: £109,519) as noted in note 12.

The annual amortisation change for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are amortised over the approved depreciation rates. The carrying amount of intangible fixed assets is £7,510,869 (2024:£3,239,465) as noted in note 11.

The current tax provision of £549,923 (2024: £365,087), as shown in note 16, relates to management's assessment of the amount of tax payable to HMRC, where the liabilities remain to be agreed with HMRC. Due to the uncertainty with such taxation items, there is a possibility that the final outcome may differ on conclusion of open tax matters at a future date.

The company recognises recoverable tax debtors in respect of s455 tax where recovery is considered probable and the amount can be measured reliably. The amounts recognised require management to exercise judgement in assessing entitlement under the relevant tax legislation and to make estimates of the amount and timing of recovery from HMRC. The amount of recoverable tax in respect of s455, as shown in note 15, is £438,525 (2024: £234,907).

No significant judgements have been made by management in preparing these financial statements.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

2. ACCOUNTING POLICIES - continued

Turnover
Revenue is measured at the fair value of the consideration received or receivable net of VAT and trade discounts, and is recognised as follows:

Revenue from calls, minutes and recurring rental and connectivity services is recognised in the period in which the services are supplied. Income billed in advance is deferred and recognised over the relevant service period. Revenue from service contracts and long-term contracts is recognised over the period of the contract as the services are provided. Revenue from installation, setup and similar non-recurring services is recognised on completion of the work, or over the period of delivery where appropriate. Commission income is recognised when earned.

Recharged expenses are recognised as revenue on a monthly basis.

Goodwill
Goodwill, being the excess of the fair value of purchase consideration of businesses acquired over the group's share of the fair value of net assets and liabilities acquired, is written off to the consolidated income statement on a straight-line basis over periods that represent the estimated useful economic lives of those assets. Provision is made for any impairment which is reviewed annually.

Negative goodwill is included in the consolidated balance sheet and credited to the consolidated income statement in the periods in which the non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the consolidated income statement in the periods expected to benefit.

Goodwill is written off over its expected useful life of 10 years.

Non-controlling interest
Non-controlling interest is recognised as a separate line item within equity to reflect the interest held in subsidiaries outside of the group. This is recoginsed on acquisition using the proportionate method.

Each reporting date, the carrying value of the non-controlling interest within equity is adjusted for the non-controlling interest's share of total comprehensive income.

When the parent decreases its stake in the subsidiary, but retains control, the difference between the proceeds and the change in non-controlling interest, being the interest in the fair value of net assets acquired, is recognised directly in equity.

Tangible fixed assets
Tangible fixed assets are measured under the cost model per FRS 102, Section 17 Property, Plant and Equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

The assets' residual values, useful lives and depreciation methods are reviewed annually and are adjusted prospectively if appropriate.

Depreciation if provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property- 20% on reducing balance
Fixtures and Fittings- 20% on reducing balance
Motor Vehicles- 33% on cost
Computer equipment- 33% on cost

Impairment policy
At each balance sheet date, the group reviews the carrying amount of its assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

2. ACCOUNTING POLICIES - continued

Stocks
Stock is valued at the lower of cost and estimated selling price less costs, after making due allowance for obsolete and slow moving items.

Stocks consist of telecommunication equipment and accessories.

Financial instruments
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 entity after deducting all of its financial liabilities.

The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's financial statement of financial position 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.

Investments
Investments are recognised at cost less impairment.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

2. ACCOUNTING POLICIES - continued

Research and development
Research and development costs are capitalised as intangible fixed assets where the directors consider that the project is technically and commercially feasible, the company intends and is able to complete and use or sell the asset, future economic benefits are expected to arise, and the costs can be measured reliably.

Capitalised development costs are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged over the expected useful economic life of the asset from the date the asset is available for it's intended use. Costs that do not meet the capitalisation criteria are charged to the profit and loss account as incurred.

Customer Acquisitions
Customer acquisition costs represent amounts paid to acquire identifiable customer bases. These costs are capitalised as intangible fixed assets where they are expected to generate future economic benefits and can be measured reliably.

Customer acquisition assets are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight-line basis over the estimated useful economic life of the customer base, being 3 years.

The carrying value is reviewed annually for customer attrition. Where customers are lost through client churn, the proportion of the asset relating to those customers is treated as a disposal, with the cost and related accumulated amortisation removed from the balance sheet and any resulting net book value charged to the profit and loss account as a loss on disposal.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.

In accordance with FRS 102, the cost of any unused holiday entitlement should be recognised in the period in which the employee's services are received. The group has reviewed the potential provision and has considered the amount to be immaterial.

Termination benefits are recognised immediately as an expense with the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension plan for its employees. A defined contribution pension plan is a pension plan under which the group pays contributions into a separate entity. Once the contributions have been paid, the group have no further payment obligations.

The contributions are recognised as an expense in the income statement when they fall due. Amounts owed but 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.

Going concern
The directors have considered the group's financial position, including its investment holdings and forecast cash flows. Although current liabilities exceeded current assets at the year end, the directors are satisfied that the group has adequate resources to continue in operational existence for the foreseeable future. The loan owed to the subsidiary Global 4 Communications Limited, will not be recalled within 12 months from the date of approval of the financial statements. The group has continued to acquire additional subsidiaries, which the directors feel will improve profitability and cash flows once synergies have been realised. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

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

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash and cash equivalents 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.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business for the year ended 31 May 2024 is given below:

£
Rendering of services 27,482,323
27,482,323

This analysis is not considered to be applicable to the year ended 31 May 2025.

It is the directors' judgement that all sales in the period relate to the provision of supply of goods and services in the UK.

4. EMPLOYEES AND DIRECTORS
2025 2024
as restated
£ £
Wages and salaries 6,280,820 5,025,962
Social security costs 668,690 512,927
Other pension costs 90,870 95,062
7,040,380 5,633,951

The average number of employees during the year was as follows:
2025 2024
as restated

Directors 5 7
Finance 19 14
Engineering and service 77 74
Sales and admin 53 47
154 142

2025 2024
as restated
£ £
Directors' remuneration 53,049 73,878
Directors' pension contributions to money purchase schemes 1,080 1,957

The total cost to the group of key management personnel, other than directors was £577,521 (2024: £533,472).

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

5. OPERATING PROFIT

The operating profit is stated after charging:

2025 2024
as restated
£ £
Hire of plant and machinery 14,975 15,424
Other operating leases 384,054 311,031
Depreciation - owned assets 43,118 61,658
Loss on disposal of fixed assets 60,200 -
Goodwill amortisation 472,520 260,971
Customer acquisitions amortisation 153,342 -
Auditors' remuneration 46,350 25,000
Foreign exchange differences 192 -

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
as restated
£ £
Penalties & surcharges - 478
Statutory interest 891 4,446
Loan interest 378,946 237,054
Loan arrangement fee 15,492 -
Loan settlement fee 22,660 -
417,989 241,978

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
as restated
£ £
Current tax:
UK corporation tax 319,839 271,110
Over-provision in prior years - (53,100 )
Total current tax 319,839 218,010

Deferred tax 3,360 4,218
Tax on profit 323,199 222,228

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
as restated
£ £
Profit before tax 531,184 603,622
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

132,796

150,906

Effects of:
Expenses not deductible for tax purposes 324,059 90,369
Income not taxable for tax purposes (76,250 ) -
Depreciation in excess of capital allowances 768 -
Utilisation of tax losses (1,908 ) -
Adjustments to tax charge in respect of previous periods (900 ) (54,635 )
Effects of marginal relief (1,522 ) 89
Group relief (50,881 ) -
Losses carried forward - 37,406
Immaterial underprovision (2,963 ) -
Utilisation of brought forward losses - (2,118 )
Deferred tax not recognised - 211
Total tax charge 323,199 222,228

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

The parent company’s profit for the financial year was £270,503 (2024: £424,689).

9. DIVIDENDS
2025 2024
as restated
£ £
Ordinary shares of £1 each
Interim 200,000 400,000
Ordinary A shares of £1 each
Interim 55,000 -
255,000 400,000

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

10. PRIOR YEAR ADJUSTMENT

Reclassification of fixed asset additions
In the prior year, £2,319 was capitalised within fixed asset investments in Global 4 Communications Limited. The amount capitalised was for costs incurred to acquire a customer base. The amount has been transferred to intangible fixed assets and is now classified under customer acquisitions within intangible assets.

Similarly an amount of £152,712, which was deemed to be deferred consideration in prior years, was capitalised within fixed asset investments in Global 4 Communications Limited. Management have concluded that the amount is not payable and should not have been capitalised. The amount of deferred consideration within current liabilities has been written off and transferred out of fixed asset investments in Global 4 Communications Limited accordingly.

The effect of the two transfers has been a reduction in the value of goodwill of £155,031 at group level, shown within the transfers nominal as per note 11. There has been no effect on profit for the year, reserves, or on tax.

11. INTANGIBLE FIXED ASSETS

Group
Development Customer
Goodwill costs acquisitions Totals
£ £ £ £
COST
At 1 June 2024 3,515,214 - - 3,515,214
Additions 3,964,527 480,603 665,048 5,110,178
Disposals - - (86,746 ) (86,746 )
Reclassification/transfer (155,031 ) - 2,319 (152,712 )
At 31 May 2025 7,324,710 480,603 580,621 8,385,934
AMORTISATION
At 1 June 2024 275,749 - - 275,749
Amortisation for year 472,520 - 153,342 625,862
Elimin on disposal - - (26,546 ) (26,546 )
At 31 May 2025 748,269 - 126,796 875,065
NET BOOK VALUE
At 31 May 2025 6,576,441 480,603 453,825 7,510,869
At 31 May 2024 3,239,465 - - 3,239,465

The development costs included within intangible assets relate to assets that were not available for use at the balance sheet date. Accordingly, no amortisation has been charged for the year ended 31 May 2025.

Included in customer acquisitions additions is £155,000 of deferred consideration on acquiring customer bases.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

12. TANGIBLE FIXED ASSETS

Group
Fixtures
Improvements Plant and and
to property machinery fittings
£ £ £
COST
At 1 June 2024 26,619 13,309 46,611
Additions 25,000 13,772 6,241
At 31 May 2025 51,619 27,081 52,852
DEPRECIATION
At 1 June 2024 5,739 3,549 17,012
Charge for year 3,107 170 13,137
At 31 May 2025 8,846 3,719 30,149
NET BOOK VALUE
At 31 May 2025 42,773 23,362 22,703
At 31 May 2024 20,880 9,760 29,599

Motor Computer
vehicles equipment Totals
£ £ £
COST
At 1 June 2024 17,628 74,943 179,110
Additions 3,323 33,513 81,849
At 31 May 2025 20,951 108,456 260,959
DEPRECIATION
At 1 June 2024 3,292 39,999 69,591
Charge for year 378 26,326 43,118
At 31 May 2025 3,670 66,325 112,709
NET BOOK VALUE
At 31 May 2025 17,281 42,131 148,250
At 31 May 2024 14,336 34,944 109,519

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 June 2024
and 31 May 2025 3,392,396
NET BOOK VALUE
At 31 May 2025 3,392,396
At 31 May 2024 3,392,396


HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

13. FIXED ASSET INVESTMENTS - continued


The following companies are subsidiaries of HML Ventures Limited:

Global 4 Communications Limited
Principal activity: Provision of business and residential voice and data communications services.
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Class of shares: Ordinary
% holding: 100%

Flexible Group Limited
Principal activity: Providing telecommunication services.
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Class of shares: Ordinary
% holding: 100%

Adnitor Limited
Principal activity: IT consultancy
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Class of shares: Ordinary
% holding: 100%

HML Acquisitions Limited
Principal activity: Holding Company
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Class of shares: Ordinary
% holding: 90%

Gemini IT (UK) Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Provision of telecommunication services
Class of shares: Ordinary
% holding: 90%

Gemini Communications Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Provision of telephone services.
Class of shares: Ordinary
% holding: 90%

Gemini T.M.L Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Provision of facade project management and consultancy
Class of shares: Ordinary and B Ordinary
% holding: 90%

Intelligent Performance Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Provision of information technology service activities
Class of shares: Ordinary A, Ordinary B and Ordinary C
% holding: 100%

L2J Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Holding company
Class of shares: Ordinary A, Ordinary B and Ordinary C
% holding: 100%


HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

13. FIXED ASSET INVESTMENTS - continued


Logic 1st Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Provision of information technology service activities
Class of shares: Ordinary
% holding: 100%

STI-Solutions Limited
Registered office - Global House, 60B Queen Street, Horsham, RH13 5AD
Principal activity: Provision of information technology and maintenance service activities
Class of shares: Ordinary
% holding: 100%

All subsidiaries are incorporated in England and Wales.

During the year, 100% of the share capital of Intelligent Performance Limited and 100% of the share capital of L2J Limited was acquired.

L2J Limited owns 100% of the share capital of Logic 1st Limited and STI-Solutions Limited, and so on acquiring L2J Limited, the group also acquired 100% of the share capital of Logic 1st Solutions Limited and STI-Solutions Limited.

14. STOCKS

Group
2025 2024
as restated
£ £
Stock 29,546 16,419
Work-in-progress 2,500 2,500
32,046 18,919

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2025 2024
as restated
£ £
Trade debtors 3,488,347 2,516,938
Other debtors 759,153 159,280
Directors' current accounts 1,250,182 646,870
Recoverable tax 438,525 234,907
Prepayments and accrued income 1,511,414 613,914
7,447,621 4,171,909

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
as restated as restated
£ £ £ £
Bank loans and overdrafts (see note 18) 175,164 998,707 - 382,726
Other loans (see note 18) 288 1,726 - -
Trade creditors 4,495,716 2,436,238 - -
Amounts owed to group undertakings - - 3,358,270 2,119,753
Corporation tax 549,923 365,087 - -
Other taxation & social
security 446,264 945,353 - -
VAT 156,997 - - -
Other creditors 1,380,286 198,515 - -
Accruals and deferred income 1,903,106 1,577,286 18,000 26,539
9,107,744 6,522,912 3,376,270 2,529,018

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2025 2024 2025 2024
as restated as restated
£ £ £ £
Bank loans (see note 18) 6,289,652 2,203,161 - 862,809
Other loans (see note 18) - 288 - -
Other creditors 217,500 217,500 - -
6,507,152 2,420,949 - 862,809

Other creditors includes £217,500 that relates to deferred consideration in respect of the shares acquired in Gemini Communications Limited, Gemini T.ML. Limited and Gemini IT (UK) Limited.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

18. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
as restated as restated
£ £ £ £
Amounts falling due within one year or on demand:
Bank loans 175,164 998,707 - 382,726
Other loans < 1 year 288 1,726 - -
175,452 1,000,433 - 382,726
Amounts falling due between one and two years:
Bank loans - 1-2 years 799,229 1,031,428 - 414,424
Other loans - 1-2 years - 288 - -
799,229 1,031,716 - 414,424
Amounts falling due between two and five years:
Bank loans - 2-5 years 5,490,423 1,171,733 - 448,385

During the year, the Barclays loan facilities previously held by HML Ventures Limited and Global 4 Communications Limited were refinanced into a single new facility with ThinCats, held within Global 4 Communications Limited. The Barclays facilities were repaid in full and the new ThinCats facility was drawn down in February 2026, with the proceeds used to refinance existing borrowings and support the Group’s acquisition activity during the year.

At the balance sheet date, the ThinCats facility comprised a revolving credit facility of £6.75 million, which had been fully drawn. Interest is payable on the facility at the Bank of England base rate plus 7.5% per annum.

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2025 2024
as restated
£ £
Within one year 208,607 143,160
Between one and five years 836,169 203,693
In more than five years 214,500 -
1,259,276 346,853

The total fixed lease payments recognised as an expense is £301,380 (2024: £169,180).

During the year the group signed a new lease for the office building from which it conducts operations.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

20. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2025 2024 2025 2024
as restated as restated
£ £ £ £
Bank loans - - - 1,245,535
Bank loans 6,750,000 3,179,547 - -
6,750,000 3,179,547 - 1,245,535

The existing Barclays bank loan was secured by way of a fixed charge over the assets of the group. During the year, this loan was refinanced through a new ThinCats loan.

The ThinCats loan is secured by way of a fixed charge over the assets of the group.

21. FINANCIAL INSTRUMENTS

2025 2024
£    £   
Financial assets
Financial assets that are debt instruments measured at amortised cost 6,146,086 5,310,992
6,146,086 5,310,992

Financial liabilities
Financial liabilities measured at amortised cost (12,915,871 ) (7,963,222 )
(12,915,871 ) (7,963,222 )

22. PROVISIONS FOR LIABILITIES

Group
2025 2024
as restated
£ £
Deferred tax 23,049 17,402

Group
Deferred tax
£
Balance at 1 June 2024 17,402
Accelerated capital allowances 8,174
Pension creditor (2,527 )
Balance at 31 May 2025 23,049

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: as restated
£ £
99 Ordinary £1 99 97
11 Ordinary A £1 11 (89 )
110 8

24. RESERVES

Group
Retained Other
earnings reserves Totals
£ £ £

At 1 June 2024 24,927 148,488 173,415
Profit for the year 166,674 166,674
Dividends (255,000 ) (255,000 )
At 31 May 2025 (63,399 ) 148,488 85,089


25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 May 2025 and 31 May 2024:

2025 2024
as restated
£ £
C N Barnett
Balance outstanding at start of year 646,869 494,511
Amounts advanced 908,222 571,094
Amounts repaid (304,909 ) (418,736 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 1,250,182 646,869

The loan is repayable on demand and £26,158 (2024: £15,695) interest has been charged at HMRC's official interest rate of 3.75% and 2.25% (2024: 2.25%).

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

26. RELATED PARTY DISCLOSURES

At the balance sheet date, N Barnett owed the group £5,793 (2024: £24,462), J Routledge owed the group £1,640 (2024: £1,640) and C Barnett owed the group £1,250,182 (2024: £646,869). These loans are repayable on demand and interest is charged at HMRC's official rate of interest of 3.75% and 2.25% (2024: 2.25%) where the loan exceeded £10,000. During the year, N Barnett and J Routledge were directors of Global 4 Communications Limited, a wholly owned subsidiary of HML Ventures Limited. During the year, Carl Barnett was a director of HMLVentures Limited and Global 4 Communications Limited, and is considered the ultimate controlling party of the group.

The company has taken advantage of exemption, under the terms of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

Global 4 Communications Limited is owed £1,309,911 (2024: £1,308,877) by HML Acquisitions Limited, a subsidiary, and is included in amounts owed by group undertakings in Global 4 Communications Limited's individual financial statements but has been eliminated in the group accounts.

Global 4 Communications Limited is owed £23,000 (2024: £Nil) by HML Estates Limited, a company under common control, and is included in other debtors in Global 4 Communications Limited's individual financial statements and these group accounts.

Global 4 Communications Limited is owed £590,000 (2024: £Nil) by HML Holdings Limited, a company under common control, and is included in other debtors in Global 4 Communications Limited's individual financial statements and these group accounts.

Global 4 Communications Limited owes £538,566 (2024: £Nil) to Gemini Communications Limited, a subsidiary, and is included in amounts owed to group undertakings in Global 4 Communications Limited's individual financial statements but has been eliminated in the group accounts.

27. POST BALANCE SHEET EVENTS

Subsequent to the year end, Global 4 Communications Ltd extended it's existing debt facility with Thin Cats by £7.45m, increasing the total facility to £14.2m.

The debt facility was utilised for the acquisition of a subsidiary operating in the IT/MSP sector. Due to the timing of the transaction and its confidential nature, it is not practical to estimate the financial effect of the acquisition at this time.

28. ULTIMATE CONTROLLING PARTY

The controlling party is C N Barnett.

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025

29. BUSINESS COMBINATIONS

Acquisition of L2J Group
On 30 August 2024, the group acquired 100% of the share capital of L2J Limited, a holding company, based in England. In doing so, the group also acquired 100% of the share capital of L2J's two wholly owned subsidies, Logic 1st Limited and STI-Solutions Limited. The principal activity of each of these companies can be found in note 13.

Details of the goodwill and net assets acquired are as follows:

Consideration
£   
Cash consideration 850,000
Deferred consideration 262,872
Acquisition costs capitalised 99,294
Total consideration 1,212,166

Details of the goodwill and net assets acquired are as follows:





Fair Value
Acquiree's
carrying
amount
£    £   
Fixed assets 10,484 10,484
Stocks 250 250
Trade and other receivables 75,415 75,415
Cash at bank 189,894 189,894
Trade and other payables (77,221 ) (77,221 )
Provisions for liabilities (2,286 ) (2,286 )
Net assets 196,536 196,536

Goodwill
£   
Purchase consideration 1,212,166
Fair value of net assets acquired (196,536 )
Goodwill 1,015,630

The acquired businesses contributed revenues of £557,378 and a net profit after taxation of £130,126 to the group for the period from 30 August 2024 to 31 May 2025.


Acquisition of Intelligent Performance Limited
On 28 February 2025, the group acquired 100% of the share capital of Intelligent Performance Limited, a trading company, based in England. The principal activity of the company can be found in note 13.

Details of the goodwill and net assets acquired are as follows:

Consideration
£   
Cash consideration 2,000,000
Deferred consideration 957,679
Acquisition costs capitalised 56,340

HML VENTURES LTD (REGISTERED NUMBER: 14491911)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2025
Total consideration 3,014,019

Details of the goodwill and net assets acquired are as follows:





Fair Value
Acquiree's
carrying
amount
£    £   
Fixed assets 21,114 21,114
Stocks 13,127 13,127
Trade and other receivables 242,765 242,765
Cash at bank 72,798 72,798
Trade and other payables (269,902 ) (269,902 )
Net assets 79,902 79,902

Goodwill
£   
Purchase consideration 3,014,019
Fair value of net assets acquired (79,902 )
Goodwill 2,934,117

The acquired business contributed revenues of £788,565 and a net profit after taxation of £11,467 to the group for the period from 28 February 2025 to 31 May 2025.

Adnitor Limited
During the year, £14,780 of additional legal fees relating to the acquisition of Adnitor Limited were capitalised
under fixed asset investments.

30. EQUITY RESERVES

Share capital - This represents the nominal value of shares that have been issued.

Retained earnings - Includes all current period retained profits and losses.