REGISTERED NUMBER: 11344317 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

SNM Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTOR:

S N Muir

REGISTERED OFFICE:

Victoria Court

Rectory Lane

Guisborough

Cleveland

TS14 7GA

REGISTERED NUMBER:

11344317 (England and Wales)

AUDITORS:

Anderson Barrowcliff Limited

Statutory Auditors

Chartered Accountants

3 Kingfisher Court

Bowesfield Park

Stockton on Tees

TS18 3EX

The director presents his strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

SNM Holdings Limited is the parent company to a trading group, operating from its registered office as shown on the company information page. The company's subsidiary companies are as follows:

F.J. Booth Construction Limited

Shaun Muir Racing Limited

Shaun Muir Leisure Limited

SMR Unipessoal LDA

SMR Performance Limited

All of the above are registered in the United Kingdom with the exception of SMR Unipessoal LDA which is registered in Portugal.

The group's principal activities are that of:

- structural steelwork contractor primarily for the aerospace and power generation industries,

- property investment

- management of superbike racing teams

The company and group have operated at a slightly lower level of activity than in the previous year and have achieved a turnover of £11.3m compared with £12.6m in 2024. This has resulted in a profit before tax in 2025 of £953,854 compared with a profit for 2024 of £672,074.

The lower turnover has resulted from reduced activity in the group's construction activities. The directors are optimistic that the order book and current levels of enquiry will result in a higher turnover in future years.

The company and group continue to successfully maintain a fully let portfolio of commercial property.

The group, through its subsidiary company Shaun Muir Racing Limited, manage the BMW factory team in the FIM Superbike World Championship. The major achievement in 2024 and 2025 was the winning of the rider championship and being second in the 2024 and 2025 manufacturer's championship. The team continue to progress in 2026.

PRINCIPAL RISKS AND UNCERTAINTIES

The continued success of the company and group is partly dependent upon it being competitive in the construction sector that is very reliant upon a stable or growing economy. The company and group have a good record of securing new work, particularly in sectors where it has significant expertise and experience, however the markets continue to be very challenging.

Significant work is ongoing to secure new work, improve margins and control direct costs and overheads.

FINANCIAL KEY PERFORMANCE INDICATORS

The Board has established certain key performance indicators (KPI's) which are important in monitoring the groups performance. The principal KPI's are continued and sustainable turnover and guaranteed minimal margin. However, as has been previously stated, the continued growth and development of the company and the group is largely dependent on prevailing external factors, namely the volatile nature of the construction industry.

FUTURE DEVELOPMENTS

Although the Construction Sector has been adversely affected by the economic slowdown in the areas of Aerospace and Power Generation in the last few years, there is continued demand and with it renewed optimism for the future.

This company and the group have specific skills and experience such that it has built a reputation for delivering in these specific markets and is well placed to continue during the current financial year and beyond.

The current order book extends through to 2027, with the company working hard to secure new work from the many opportunities to tender it is seeing.

Having won the FIM world superbike rider championship in 2024 and 2025, the team has continued to strengthen its position in the manufacturer's championship for BMW. There will be continued investment in the team for the foreseeable future.

RESEARCH AND DEVELOPMENT ACTIVITIES

The group continues to invest heavily in research and development activities in the advancement in motor-cycle engine performance, weight reduction and aero-dynamics.

ON BEHALF OF THE BOARD:

S N Muir - Director

25 August 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of 44.61 per share.

The total distribution of dividends for the year ended 31 December 2025 will be £ 72,000 .

DIRECTOR

S N Muir held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Anderson Barrowcliff Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S N Muir - Director

25 August 2026

Opinion

We have audited the financial statements of SNM Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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 December 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

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 our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the industry, we have considered applicable laws and regulations which may be fundamental to the company's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias and any significant one-off or unusual transactions.

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Audit procedures performed by the engagement team included:

-

Enquiry of management and those charged with governance around actual and potential litigation and claims.

-

Enquiry of entity staff to identify any instances of non-compliance with laws and regulations.

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

-

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

-

Revenue recognition; agreeing a sample of revenue transactions to gain assurance over the occurrence and accuracy of revenue and also to ensure revenue has been recognised in the correct period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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.

Andrew Dewing FCA (Senior Statutory Auditor)

for and on behalf of Anderson Barrowcliff Limited

Statutory Auditors

Chartered Accountants

3 Kingfisher Court

Bowesfield Park

Stockton on Tees

TS18 3EX

25 August 2026

TURNOVER

3

11,298,988

12,598,338

Cost of sales

8,722,950

10,338,814

GROSS PROFIT

2,576,038

2,259,524

Administrative expenses

1,613,289

1,496,898

962,749

762,626

Other operating income

-

1,042

OPERATING PROFIT

5

962,749

763,668

Interest receivable and similar income

34,257

9,199

997,006

772,867

Interest payable and similar expenses

6

43,152

100,793

PROFIT BEFORE TAXATION

953,854

672,074

Tax on profit

7

93,085

10,313

PROFIT FOR THE FINANCIAL YEAR

860,769

661,761

Profit attributable to:

Owners of the parent

865,254

666,815

Non-controlling interests

(4,485

)

(5,054

)

860,769

661,761

PROFIT FOR THE YEAR

860,769

661,761

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

860,769

661,761

Total comprehensive income attributable to:

Owners of the parent

865,254

666,815

Non-controlling interests

(4,485

)

(5,054

)

860,769

661,761

FIXED ASSETS

Tangible assets

10

2,267,838

2,534,645

Investments

11

-

-

Investment property

12

750,000

750,000

3,017,838

3,284,645

CURRENT ASSETS

Stocks

13

379,678

236,520

Debtors

14

2,227,493

3,672,579

Cash at bank

1,150,775

93,299

3,757,946

4,002,398

CREDITORS

Amounts falling due within one year

15

2,385,120

3,772,531

NET CURRENT ASSETS

1,372,826

229,867

TOTAL ASSETS LESS CURRENT LIABILITIES

4,390,664

3,514,512

CREDITORS

Amounts falling due after more than one year

16

(210,711

)

(123,178

)

PROVISIONS FOR LIABILITIES

20

(349,700

)

(350,000

)

NET ASSETS

3,830,253

3,041,334

CAPITAL AND RESERVES

Called up share capital

21

1,614

1,614

Non-distributable reserve

22

210,000

210,000

Retained earnings

22

3,615,972

2,822,405

SHAREHOLDERS' FUNDS

3,827,586

3,034,019

NON-CONTROLLING INTERESTS

23

2,667

7,315

TOTAL EQUITY

3,830,253

3,041,334

The financial statements were approved by the director and authorised for issue on 25 August 2026 and were signed by:

S N Muir - Director

FIXED ASSETS

Tangible assets

10

361,114

393,815

Investments

11

1,875

1,950

Investment property

12

1,700,000

1,700,000

2,062,989

2,095,765

CURRENT ASSETS

Debtors

14

1,321,743

2,563,414

Cash at bank

63,171

48,404

1,384,914

2,611,818

CREDITORS

Amounts falling due within one year

15

1,090,592

2,495,377

NET CURRENT ASSETS

294,322

116,441

TOTAL ASSETS LESS CURRENT LIABILITIES

2,357,311

2,212,206

CREDITORS

Amounts falling due after more than one year

16

(77,799

)

(110,054

)

PROVISIONS FOR LIABILITIES

20

(160,000

)

(169,000

)

NET ASSETS

2,119,512

1,933,152

CAPITAL AND RESERVES

Called up share capital

21

1,614

1,614

Non-distributable reserve

210,000

210,000

Retained earnings

1,907,898

1,721,538

SHAREHOLDERS' FUNDS

2,119,512

1,933,152

Company's profit for the financial year

258,360

402,209

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 director and authorised for issue on 25 August 2026 and were signed by:

S N Muir - Director

Called up

share

Retained

Non-distributable

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

1,614

2,200,496

237,094

Changes in equity

Dividends

-

(72,000

)

-

Total comprehensive income

-

693,909

(27,094

)

Balance at 31 December 2024

1,614

2,822,405

210,000

Changes in equity

Equity transfer on purchase

of shares

-

2,680

-

Equity transfer on sale of

shares

-

(2,367

)

-

Dividends

-

(72,000

)

-

Total comprehensive income

-

865,254

-

Balance at 31 December 2025

1,614

3,615,972

210,000

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2024

2,439,204

12,369

2,451,573

Changes in equity

Dividends

(72,000

)

-

(72,000

)

Total comprehensive income

666,815

(5,054

)

661,761

Balance at 31 December 2024

3,034,019

7,315

3,041,334

Changes in equity

Additional share capital issued to NCI

-

150

150

Equity transfer on purchase

of shares

2,680

(2,680

)

-

Equity transfer on sale of

shares

(2,367

)

2,367

-

Dividends

(72,000

)

-

(72,000

)

Total comprehensive income

865,254

(4,485

)

860,769

Balance at 31 December 2025

3,827,586

2,667

3,830,253

Called up

share

Retained

Non-distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

1,614

1,364,235

237,094

1,602,943

Changes in equity

Dividends

-

(72,000

)

-

(72,000

)

Total comprehensive income

-

429,303

(27,094

)

402,209

Balance at 31 December 2024

1,614

1,721,538

210,000

1,933,152

Changes in equity

Dividends

-

(72,000

)

-

(72,000

)

Total comprehensive income

-

258,360

-

258,360

Balance at 31 December 2025

1,614

1,907,898

210,000

2,119,512

Cash flows from operating activities

Cash generated from operations

1

1,330,125

280,790

Interest paid

(22,586

)

(48,101

)

Interest element of hire purchase payments paid

(20,566

)

(52,692

)

Tax paid

-

(2,174

)

Taxation refund

-

128,843

Net cash from operating activities

1,286,973

306,666

Cash flows from investing activities

Purchase of tangible fixed assets

(556,089

)

(351,785

)

Sale of tangible fixed assets

425,001

364,648

Proceeds on sale of investments

300

-

Sale of investment property

-

450,000

Interest received

34,257

9,199

Net cash from investing activities

(96,531

)

472,062

Cash flows from financing activities

New HP financing in year

251,555

-

Loan repayments in year

(7,009

)

(206,536

)

HP capital repayments in year

(160,772

)

(239,605

)

Amount withdrawn by directors

(4,580

)

(334,620

)

Equity dividends paid

(72,000

)

(72,000

)

Net cash from financing activities

7,194

(852,761

)

Increase/(decrease) in cash and cash equivalents

1,197,636

(74,033

)

Cash and cash equivalents at beginning of year

2

(93,630

)

(19,597

)

Cash and cash equivalents at end of year

2

1,104,006

(93,630

)

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

2025

2024

£

£

Profit before taxation

953,854

672,074

Depreciation charges

343,577

373,411

Loss/(profit) on disposal of fixed assets

54,168

(128,691

)

Finance costs

43,152

100,793

Finance income

(34,257

)

(9,199

)

1,360,494

1,008,388

Increase in stocks

(143,158

)

(69,294

)

Decrease in trade and other debtors

1,473,149

184,688

Decrease in trade and other creditors

(1,360,360

)

(842,992

)

Cash generated from operations

1,330,125

280,790

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 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,150,775

93,299

Bank overdrafts

(46,769

)

(186,929

)

1,104,006

(93,630

)

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

93,299

231,356

Bank overdrafts

(186,929

)

(250,953

)

(93,630

)

(19,597

)

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

93,299

1,057,476

1,150,775

Bank overdrafts

(186,929

)

140,160

(46,769

)

(93,630

)

1,197,636

1,104,006

Debt

Finance leases

(259,891

)

(90,783

)

(350,674

)

Debts falling due within 1 year

(7,009

)

7,009

-

(266,900

)

(83,774

)

(350,674

)

Total

(360,530

)

1,113,862

753,332

4.	MAJOR NON-CASH TRANSACTIONS

New hire purchase agreements with a total value at inception of £251,555 were entered into during the year.