| REGISTERED NUMBER: 12083085 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| FOR |
| AMD GROUP HOLDINGS LIMITED |
| REGISTERED NUMBER: 12083085 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| FOR |
| AMD GROUP HOLDINGS LIMITED |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| 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 Financial Statements | 18 |
| AMD GROUP HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Appledram Barns |
| Birdham Road |
| Chichester |
| West Sussex |
| PO20 7EQ |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| The directors present their strategic report of the company and the group for the period 1 December 2024 to 31 May 2026. |
| FAIR REVIEW OF BUSINESS |
| We are pleased to report the results for the period ended 31 May 2026, which represents an important phase in the continued evolution and diversification of the group. The accounting reference period was extended to 31 May 2026, resulting in an 18-month reporting period. This extension better reflects the trading cycle experienced by the group, particularly the delays seen across the wider construction market in the release of project funding and commencement of major schemes. A longer reporting period provides a more representative view of the investment made in pre-construction activities, mobilisation, recruitment and capability building ahead of project delivery. |
| The construction industry continued to present challenges throughout the period. Funding approvals, procurement routes and project commencements often took longer than anticipated. Despite these challenges, the group continued to seize opportunities, strengthen its market position and successfully deliver projects across a broader range of sectors and customers. Existing frameworks were maintained and the group continued to deliver success in the provision of Mechanical, Electrical, Plumbing and Facilities Management services. |
| The group maintained its core principle of only accepting suitable projects which satisfy acceptable margins, risk and reward. With the evolving risk within the sector, particularly with heightened scrutiny around customer solvency and project viability, several opportunities were declined where the risk profile was considered unacceptable. The board continues to maintain that revenue growth should not be pursued where it may compromise profitability, cash flow or commercial certainty. |
| Growth in terms of the diversity of work undertaken continued to evolve and existing revenue streams were exploited and maintained. New opportunities continue to present themselves and are assessed when received. The forward order book remains strong and enquiries continue to be received from both existing and prospective customers. The group has also continued to benefit from a broader customer base and increased exposure to public sector, defence, justice, banking, healthcare and other technically demanding environments. |
| Overall, the board were satisfied with the revenue achieved during the period of £41.9m compared with £17.5m in the previous reporting period. Whilst direct comparison is difficult due to the differing reporting periods, the board is encouraged by the growth achieved across all business divisions and the further diversification of the group's service offering. Gross profit increased to £5.6m and profit before taxation increased to £1,074,068. The group's balance sheet and cash position remain strong, with cash balances of £4.7m at the period end. |
| The board are particularly pleased with the continued development of AMD Environmental (North) Limited. The business delivered a strong performance during the period, benefiting from the successful delivery of several larger projects and continuing to establish itself within its target markets. Revenue increased to £11.3m and profit before taxation increased to £1.3m. The subsidiary has maintained the core values of the group whilst continuing to enhance its reputation and market presence in northern regions. |
| AMD FM Limited experienced significant expansion throughout the period. Following a successful initial trading period, the business has continued to grow rapidly, increasing revenue from £2.3m to £6.1m and profit before taxation from £185,128 to £578,393. The Facilities Management division has expanded both its customer base and service offering and continues to present substantial opportunities for future growth. The board remains highly encouraged by the progress made and the role FM now plays within the wider group strategy. |
| The performance of AMD Environmental Limited reflected the challenging market conditions experienced across the South East construction market. Although turnover increased significantly to £24.5m, the business experienced an extended pre-construction phase on a number of projects due to delays in project funding, customer procurement processes and project mobilisation. As a consequence, a greater proportion of expenditure was incurred ahead of project delivery and margin recognition. At the same time, the company continued to invest in recruitment, operational capability, systems, supply chain relationships and customer diversification. The board therefore considers the results to be reflective of the timing of project delivery rather than any deterioration in the underlying strength of the business. The order book remains strong and the company is well positioned to benefit from the conversion of delayed projects into delivery and revenue generation. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Throughout the period the group continued to strengthen its people, capabilities, systems and service offering. Average employee numbers increased from 67 to 83 and the business continued to invest in recruitment, technical expertise and operational capacity to ensure it remains capable of delivering increasingly complex and diverse projects. |
| The board remains confident that the group is well positioned to deliver future growth. Customer diversification, sector diversification, investment in people and the expansion of both the North and FM operations have strengthened the resilience of the group and reduced dependency on any single customer, sector or geographical region. The board believes the group enters the next financial period with strong foundations, a robust order book and significant opportunities across all trading entities. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks of the business lie primarily within the risks associated with the construction industry and can be attributed to operational risk, being the risks associated with day-to-day operations on site, and financial risk, which may be both operational and commercial. |
| The group has strict process controls in place to monitor commercial and financial risks. Exposure is also reduced by working with strategic partners, regularly undertaking credit checks on customers and suppliers, expanding the portfolio of services offered and extending the customer base. |
| Health and Safety risks continue to be monitored and measured by the group's Health & Safety Manager. Any issues are dealt with swiftly and effectively. It is important for all group personnel to understand the management structure and their specific duties and responsibilities for Health and Safety. |
| PROJECT TIMING AND PRE-CONSTRUCTION EXPOSURE |
| Delays in funding approvals and project release can extend pre-construction periods and cause overhead expenditure to be incurred ahead of project delivery and margin recognition. The group manages this risk through pipeline reviews, resource planning, staged investment decisions and regular monitoring of project conversion and mobilisation. |
| ABILITY TO ATTRACT AND RETAIN HIGH-CALIBRE EMPLOYEES |
| The business continued to attract new and retain existing personnel. Recruitment remains crucial to the group and continues to develop to ensure that appropriately skilled people are introduced to the business and its incentivisation arrangements. |
| MATERIAL COSTS AND AVAILABILITY OF SPECIALIST SUB-CONTRACTORS |
| The internal database containing information about suppliers and sub-contractors continues to support existing and developing work streams. Bi-weekly Operations Meetings and monthly Trading Reviews are used to analyse contract and supply-chain performance. Potential resource gaps are highlighted, monitored and proactively addressed. |
| INFORMATION TECHNOLOGY AND BUSINESS CONTINUITY |
| The group uses a range of information technology and decision-support systems for efficient order processing, control procedures and financial management. These systems are reviewed and updated to meet the needs of the group. Business continuity and disaster recovery planning is regularly assessed and tested. |
| CUSTOMER CREDIT RISK |
| The group provides credit to customers in the normal course of business and is therefore exposed to the risk of non-payment. The business has established credit control procedures and policies around managing its receivables and takes action where necessary. Significant outstanding balances, overdue debts and potential exposures are reviewed regularly and discussed at monthly meetings. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| KEY PERFORMANCE INDICATORS |
| As the current financial statements cover an 18-month period, whereas the comparative figures cover the 12 months ended 30 November 2024, direct comparisons should be considered and measured. |
| Key features of business performance during the period included the following: |
| - | Revenue increased by £24.5m to £41.9m (2024: £17.5m). |
| - | Gross profit increased by £1.85m to £5.60m (2024: £3.75m). |
| - | Profit before taxation increased to £1.07m (2024: £890,149). |
| - | Cash at bank increased by £1.68m to £4.66m (2024: £2.98m). |
| - | Net assets remained strong at £18.1m (2024: £18.2m). |
| - | AMD Environmental (North) Limited increased profit before taxation to £1.30m (2024: £535k) following the successful delivery of several major projects. |
| - | AMD FM Limited increased turnover to £6.1m (2024: £2.3m) and profit before taxation to £578,393 (2024: £185,128), reflecting the continued expansion of the Facilities Management division. |
| - | The group increased average employee numbers from 67 to 83, demonstrating continued investment in people and operational capability. |
| - | Customer diversification continued across both public and private sector markets, reducing customer concentration risk and improving long-term resilience. |
| - | Proactive customer service, quality delivery performance, selective tendering and investment in capability remained key drivers in securing repeat business and attracting new customers. |
| ON BEHALF OF THE BOARD: |
| 27 August 2026 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| The directors present their report with the financial statements of the company and the group for the period 1 December 2024 to 31 May 2026. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company is that of a group holding company. The principal activity of the subsidiary, AMD Environmental Ltd, continued to be that of design, supply and installation of full mechanical and electrical services. The principal activity of the subsidiary, AMD Environmental (North) Limited, continued to be that of design, supply and installation of full mechanical and electrical services. The principal activity of the subsidiary, AMD FM Limited is that of facilities management. |
| DIVIDENDS |
| During the period dividends of £479,631 (2024: £482,016) were paid. |
| FUTURE DEVELOPMENTS |
| The group has been able to innovate and evolve with the ever changing environments in which it operates. Where technological, energy or operational advancements can be exploited these are explored, developed and implemented to 'future proof' the work carried out and AMD's position within the market place. The group sees itself at the technological forefront of its industry and strives to continually improve the services and products it provides. |
| EVENTS SINCE THE END OF THE PERIOD |
| Information relating to events since the end of the period is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are conducted in sterling. The group does not enter into any formally designated hedging arrangements. |
| DONATIONS |
| The group paid charitable donations of £16,467 in the period (2024: £3,920). |
| THIRD PARTY INDEMNITY PROVISION |
| There is a third party indemnity provision in place for the benefit of all directors of the group. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| 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. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| DIRECTORS' RESPONSIBILITIES STATEMENT - continued |
| 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 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, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| AMD GROUP HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of AMD Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 2026 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 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 2026 and of the group's profit for the period 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
| We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of 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 |
| AMD GROUP HOLDINGS LIMITED |
| 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 Directors' Responsibilities Statement set out on pages five and 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. |
| 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. |
| 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 group through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
| - | 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 group, including legislation such as the Companies Act 2006, taxation legislation and the Health and Safety at Work Act; |
| - | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence, where applicable; 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| AMD GROUP HOLDINGS LIMITED |
| 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 set out in the accounting policies 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; |
| - | reading the minutes of meetings of those charged with governance, where applicable; |
| - | enquiring of management as to actual and potential litigation and claims; and |
| - | reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors, where applicable. |
| 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. This 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. |
| for and on behalf of |
| Statutory Auditors |
| Appledram Barns |
| Birdham Road |
| Chichester |
| West Sussex |
| PO20 7EQ |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| Notes | £ | £ |
| TURNOVER | 3 | 41,947,630 | 17,457,344 |
| Cost of sales | 36,342,215 | 13,703,481 |
| GROSS PROFIT | 5,605,415 | 3,753,863 |
| Administrative expenses | 4,795,357 | 3,096,908 |
| 810,058 | 656,955 |
| Other operating income | 107,076 | 95,740 |
| OPERATING PROFIT | 5 | 917,134 | 752,695 |
| Interest receivable and similar income | 170,027 | 139,004 |
| 1,087,161 | 891,699 |
| Interest payable and similar expenses | 6 | 13,093 | 1,550 |
| PROFIT BEFORE TAXATION | 1,074,068 | 890,149 |
| Tax on profit | 7 | 553,733 | 371,248 |
| PROFIT FOR THE FINANCIAL PERIOD |
| Profit attributable to: |
| Owners of the parent | 170,510 | 384,368 |
| Non-controlling interests | 349,825 | 134,533 |
| 520,335 | 518,901 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| Notes | £ | £ |
| PROFIT FOR THE PERIOD | 520,335 | 518,901 |
| OTHER COMPREHENSIVE INCOME |
| - | (170,278 | ) |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
- |
(170,278 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
520,335 |
348,623 |
| Total comprehensive income attributable to: |
| Owners of the parent | 170,510 | 214,090 |
| Non-controlling interests | 349,825 | 134,533 |
| 520,335 | 348,623 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONSOLIDATED BALANCE SHEET |
| 31 MAY 2026 |
| 2026 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 | 14,981,031 | 15,954,527 |
| Tangible assets | 11 | 230,781 | 69,943 |
| Investments | 12 | - | - |
| 15,211,812 | 16,024,470 |
| CURRENT ASSETS |
| Stocks | 13 | 1,000 | 1,000 |
| Debtors | 14 | 9,051,508 | 4,224,488 |
| Cash at bank and in hand | 4,657,631 | 2,977,689 |
| 13,710,139 | 7,203,177 |
| CREDITORS |
| Amounts falling due within one year | 15 | 9,421,774 | 3,644,116 |
| NET CURRENT ASSETS | 4,288,365 | 3,559,061 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
19,500,177 |
19,583,531 |
| CREDITORS |
| Amounts falling due after more than one year | 16 | (1,378,191 | ) | (1,331,108 | ) |
| PROVISIONS FOR LIABILITIES | 20 | (43,123 | ) | (8,499 | ) |
| NET ASSETS | 18,078,863 | 18,243,924 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONSOLIDATED BALANCE SHEET - continued |
| 31 MAY 2026 |
| 2026 | 2024 |
| Notes | £ | £ | £ | £ |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 100,001 | 100,001 |
| Share premium | 22 | 18,535,166 | 18,535,166 |
| Share option reserve | 22 | 150,080 | 150,080 |
| Retained earnings | 22 | (1,035,371 | ) | (726,250 | ) |
| SHAREHOLDERS' FUNDS | 17,749,876 | 18,058,997 |
| NON-CONTROLLING INTERESTS | 328,987 | 184,927 |
| TOTAL EQUITY | 18,078,863 | 18,243,924 |
| The financial statements were approved by the Board of Directors and authorised for issue on 27 August 2026 and were signed on its behalf by: |
| J A King - Director |
| M G Sullivan - Director |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| COMPANY BALANCE SHEET |
| 31 MAY 2026 |
| 2026 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 14 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 16 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Share premium | 22 |
| Share option reserve | 22 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 615,411 | 549,855 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1 December 2023 | 100,001 | (628,602 | ) | 18,535,166 |
| Changes in equity |
| Dividends | - | (482,016 | ) | - |
| Total comprehensive income | - | 384,368 | - |
| Balance at 30 November 2024 | 100,001 | (726,250 | ) | 18,535,166 |
| Changes in equity |
| Dividends | - | (479,631 | ) | - |
| Total comprehensive income | - | 170,510 | - |
| Balance at 31 May 2026 | 100,001 | (1,035,371 | ) | 18,535,166 |
| Share |
| option | Non-controlling | Total |
| reserve | Total | interests | equity |
| £ | £ | £ | £ |
| Balance at 1 December 2023 | 320,358 | 18,326,923 | 102,004 | 18,428,927 |
| Changes in equity |
| Dividends | - | (482,016 | ) | (51,610 | ) | (533,626 | ) |
| Total comprehensive income | (170,278 | ) | 214,090 | 134,533 | 348,623 |
| Balance at 30 November 2024 | 150,080 | 18,058,997 | 184,927 | 18,243,924 |
| Changes in equity |
| Dividends | - | (479,631 | ) | (205,765 | ) | (685,396 | ) |
| Total comprehensive income | - | 170,510 | 349,825 | 520,335 |
| Balance at 31 May 2026 | 150,080 | 17,749,876 | 328,987 | 18,078,863 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Called up | Share |
| share | Retained | Share | option | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - | ( |
) |
| Balance at 30 November 2024 |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 May 2026 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 27 | 2,845,627 | (359,096 | ) |
| Interest paid | (13,093 | ) | (1,550 | ) |
| Tax paid | (490,339 | ) | (341,878 | ) |
| Net cash from operating activities | 2,342,195 | (702,524 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (128,035 | ) | (7,949 | ) |
| Interest received | 170,027 | 139,004 |
| Net cash from investing activities | 41,992 | 131,055 |
| Cash flows from financing activities |
| Capital repayments in year | (18,849 | ) | - |
| Equity dividends paid | (479,631 | ) | (482,016 | ) |
| Dividends paid to minority interests | (205,765 | ) | - |
| Net cash from financing activities | (704,245 | ) | (482,016 | ) |
| Increase/(decrease) in cash and cash equivalents | 1,679,942 | (1,053,485 | ) |
| Cash and cash equivalents at beginning of period |
28 |
2,977,689 |
4,031,174 |
| Cash and cash equivalents at end of period |
28 |
4,657,631 |
2,977,689 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 1. | STATUTORY INFORMATION |
| AMD Group Holdings Limited 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 Company Information page. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are presented in Sterling (£), which is also the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £1. |
| Extended accounting period |
| The financial statements have been prepared for an 18-month period. Accordingly, the comparative figures presented for the previous period are not directly comparable. |
| Basis of consolidation |
| The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings. All financial statements are made up to 31 May 2026. |
| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
| The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities acquired is recognised as goodwill. |
| The group measures non-controlling interest initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. The group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. |
| The subsidiary, AMD Environmental Ltd, was acquired on 5 July 2019 and has been included in the group financial statements using the purchase method of accounting. The consolidated income statement and consolidated statement of cash flows include the results of this company. |
| The subsidiary, AMD Environmental (North) Limited, was incorporated on 6 December 2021 and has been included in the group financial statements using the purchase method of accounting. The consolidated income statement and consolidated statement of cash flows include the results of this company. |
| The subsidiary, AMD FM Limited, was incorporated on 22 March 2018 and has been included in the group financial statements using the purchase method of accounting. The consolidated income statement and consolidated statement of cash flows include the results of this company. |
| Going concern |
| The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. |
| Turnover from contracts for the provision of goods and services is recognised when the outcome of a contract can be measured reliably, the entity will recognise both the income and costs (excluding non-productive costs) by reference to the percentage of completion of the contract. Turnover is calculated as that proportion of the total contract value which costs to date bear to total costs for that contract. Full provision is made for any foreseeable losses. |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows: |
| Plant and machinery | - | 20% - 25% per annum reducing balance |
| Motor vehicles | - | 25% per annum reducing balance |
| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. |
| Impairment of fixed assets |
| At each reporting date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
| Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and wherever this is an indication that the asset may be impaired. |
| Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
| If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) prior years. A reversal of an impairment loss is recognised immediately in the profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
| Financial instruments |
| Financial instruments are classified by the director as basic or advanced following the conditions in FRS 102 section 11. Basic financial instruments are recognised at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. The group's only non-basic financial instruments relates to share based payments. This accounting policy is described below. |
| Share-based payments |
| Certain employees of the subsidiary AMD Environmental Limited were awarded share options within a group share option scheme. Each tranche is an award and is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognised over the tranche's vesting period based on the number of awards expected to vest, and is identified in a separate reserve account in this company. The number of awards expected to vest is reviewed over the vesting period, with any forfeitures recognised immediately. |
| Taxation |
| Taxation for the period 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 period 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. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Employee benefits |
| The costs of short-term employee benefits are recognised as a liability and an expense. |
| The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. |
| Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
| Significant judgements and estimates |
| In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
| The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below. |
| Construction contracts |
| In respect of construction contracts, management undertake regular progress reviews. Profits or losses are recognised within the income statement as part of a contract's revenue and cost where management consider that the outcome of a construction contract can be estimated reliably. Reliable estimates are determined with reference to each contract's stage of completion, future costs to complete and recoverability of amounts invoiced or applied for. |
| Goodwill |
| In respect of the useful life of the goodwill on consolidation of the acquisition of the company's subsidiary, management undertake an annual review of the future discounted cash flows of the subsidiary to ensure the useful life remains appropriate. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 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 is given below: |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Construction contracts - UK | 41,947,630 | 17,457,344 |
| 41,947,630 | 17,457,344 |
| 4. | EMPLOYEES AND DIRECTORS |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Wages and salaries | 8,362,871 | 3,641,115 |
| Social security costs | 1,039,794 | 438,584 |
| Other pension costs | 240,687 | 61,637 |
| 9,643,352 | 4,141,336 |
| The average number of employees during the period was as follows: |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| Engineers | 60 | 44 |
| Administration | 19 | 19 |
| Directors | 4 | 4 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 83 (2024 - 67 ) . |
| Company |
| The average number of directors during the year was 4 (2024 - 4). |
| The directors are the only key management personnel and hence the directors' remuneration is also the key management personnel remuneration. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Directors' remuneration | 833,795 | 144,984 |
| Directors' pension contributions to money purchase schemes | 1,981 | 708 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| Information regarding the highest paid director for the period ended 31 May 2026 is as follows: |
| Period |
| 1/12/24 |
| to |
| 31/5/26 |
| £ |
| Emoluments etc | 365,115 |
| The group provided benefits in kind totalling £37,096 (2024: £26,401) to directors during the year. |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Other operating leases | 308,999 | 177,814 |
| Depreciation - owned assets | 69,616 | 11,135 |
| Depreciation - assets on hire purchase contracts | 17,851 | 8,560 |
| Goodwill amortisation | 973,496 | 648,998 |
| Auditors' remuneration - audit |
| fees | 40,250 | 32,750 |
| Auditors' remuneration - other |
| services provided | 9,400 | 15,385 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Preference share dividends | 1,300 | 1,300 |
| Other interest paid | 11,793 | 250 |
| 13,093 | 1,550 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Current tax: |
| UK corporation tax | 527,156 | 374,118 |
| Over-provision of tax in prior |
| years | (8,046 | ) | - |
| Total current tax | 519,110 | 374,118 |
| Deferred tax | 34,623 | (2,870 | ) |
| Tax on profit | 553,733 | 371,248 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Profit before tax | 1,074,068 | 890,149 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
268,517 |
222,537 |
| Effects of: |
| Expenses not deductible for tax purposes | 285,216 | 191,281 |
| Share based payments adjustment | - | (42,570 | ) |
| Total tax charge | 553,733 | 371,248 |
| Tax effects relating to effects of other comprehensive income |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 7. | TAXATION - continued |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share option reserve | (170,278 | ) | - | (170,278 | ) |
| 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. |
| 9. | DIVIDENDS |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Ordinary shares of £1 each |
| Interim | 479,631 | 482,016 |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 December 2024 |
| and 31 May 2026 | 19,469,932 |
| AMORTISATION |
| At 1 December 2024 | 3,515,405 |
| Amortisation for period | 973,496 |
| At 31 May 2026 | 4,488,901 |
| NET BOOK VALUE |
| At 31 May 2026 | 14,981,031 |
| At 30 November 2024 | 15,954,527 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Plant and | Motor |
| machinery | vehicles | Totals |
| £ | £ | £ |
| COST |
| At 1 December 2024 | 161,492 | 34,240 | 195,732 |
| Additions | 58,191 | 190,114 | 248,305 |
| At 31 May 2026 | 219,683 | 224,354 | 444,037 |
| DEPRECIATION |
| At 1 December 2024 | 117,229 | 8,560 | 125,789 |
| Charge for period | 31,790 | 55,677 | 87,467 |
| At 31 May 2026 | 149,019 | 64,237 | 213,256 |
| NET BOOK VALUE |
| At 31 May 2026 | 70,664 | 160,117 | 230,781 |
| At 30 November 2024 | 44,263 | 25,680 | 69,943 |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Motor |
| vehicles |
| £ |
| COST |
| At 1 December 2024 | 34,240 |
| Additions | 120,270 |
| At 31 May 2026 | 154,510 |
| DEPRECIATION |
| At 1 December 2024 | 8,560 |
| Charge for period | 17,851 |
| At 31 May 2026 | 26,411 |
| NET BOOK VALUE |
| At 31 May 2026 | 128,099 |
| At 30 November 2024 | 25,680 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 December 2024 |
| and 31 May 2026 |
| NET BOOK VALUE |
| At 31 May 2026 |
| At 30 November 2024 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| AMD Environmental Limited |
| Registered office: Jupiter House, Orbital One, Green Street Green Road, Dartford, Kent, DA1 1QG |
| Nature of business: MEP services |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Ordinary A/B/C/E/F | 100.00 |
| AMD FM Limited |
| Registered office: Jupiter House, Orbital One, Green Street Green Road, Dartford, Kent, DA1 1QG |
| Nature of business: Combined facilities support activities |
| % |
| Class of shares: | holding |
| Ordinary | 75.00 |
| AMD Environmental (North) Limited |
| Registered office: Jupiter House Orbital One, Green Street Green Road, Dartford, Kent, United Kingdom, DA1 1QG |
| Nature of business: MEP services |
| % |
| Class of shares: | holding |
| Ordinary | 75.00 |
| 13. | STOCKS |
| Group |
| 2026 | 2024 |
| £ | £ |
| Stocks | 1,000 | 1,000 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2026 | 2024 | 2026 | 2024 |
| £ | £ | £ | £ |
| Trade debtors | 2,125,315 | 2,071,543 |
| Amounts owed by group undertakings | - | - |
| Amounts recoverable on |
| contracts | 6,545,652 | 1,970,391 |
| Other debtors | 5,441 | 3,546 |
| VAT | 262,707 | 57,188 |
| Prepayments and accrued income | 112,393 | 121,820 |
| 9,051,508 | 4,224,488 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2026 | 2024 | 2026 | 2024 |
| £ | £ | £ | £ |
| Hire purchase contracts (see note 18) | 66,047 | 10,409 |
| Amounts payable on contracts | 4,025,593 | 1,216,341 |
| Trade creditors | 4,469,688 | 1,895,375 |
| Amounts owed to group undertakings | - | - |
| Corporation Tax | 232,825 | 199,637 |
| Social security and other taxes | 273,525 | 149,214 |
| Other creditors | 22,422 | 12,874 |
| Accruals and deferred income | 331,674 | 160,266 |
| 9,421,774 | 3,644,116 |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2026 | 2024 | 2026 | 2024 |
| £ | £ | £ | £ |
| Preference shares (see note 17) | 1,300,000 | 1,300,000 |
| Hire purchase contracts (see note 18) | 69,864 | 24,081 |
| Accumulated preference share |
| dividends | 8,327 | 7,027 | 8,327 | 7,027 |
| 1,378,191 | 1,331,108 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2026 | 2024 | 2026 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due in more than five years: |
| Repayable otherwise than by instalments |
| Preference shares | 1,300,000 | 1,300,000 | 1,300,000 | 1,300,000 |
| Preference shares are entitled to vote only on resolutions concerning amendment of rights of the preference shareholders, or resolutions which bear on the rights of ordinary shareholders vis-à-vis the rights of preference shareholders. |
| The shares are fixed, cumulative, have preferential dividends of 0.1% per annum and will remain unpaid until exit or liquidation of the company. |
| The preference shareholders are permitted to participate in further dividends at board's discretion. On a return of assets, they are entitled in preference to ordinary shareholders to capital paid up on shares plus any arrears/accruals of the preference dividend. Preference shares are non redeemable. |
| Details of shares shown as liabilities are as follows: |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2026 | 2024 |
| value: | £ | £ |
| Preference | £1 | 1,300,000 | 1,300,000 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase |
| contracts |
| 2026 | 2024 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 66,047 | 10,409 |
| Between one and five years | 69,864 | 24,081 |
| 135,911 | 34,490 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 18. | LEASING AGREEMENTS - continued |
| Group |
| Non-cancellable |
| operating leases |
| 2026 | 2024 |
| £ | £ |
| Within one year | 189,027 | 135,984 |
| Between one and five years | 484,499 | 69,720 |
| In more than five years | 995,958 | - |
| 1,669,484 | 205,704 |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 2026 | 2024 |
| £ | £ |
| Hire purchase contracts | 135,911 | 34,490 |
| Obligations under hire purchase contracts are secured on the assets purchased. |
| 20. | PROVISIONS FOR LIABILITIES |
| Group |
| 2026 | 2024 |
| £ | £ |
| Deferred tax | 43,123 | 8,499 |
| Group |
| Deferred tax |
| £ |
| Balance at 1 December 2024 | 8,499 |
| Provided during period | 34,624 |
| Balance at 31 May 2026 | 43,123 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2026 | 2024 |
| value: | £ | £ |
| Ordinary | £1 | 100,001 | 100,001 |
| The holders of ordinary shares are entitled to vote at general meetings and, on a poll, shall have one vote per share. Company profits which the directors resolve to distribute shall be applied in paying a pro rata dividend. On a return of assets (on liquidation or otherwise), the holders of ordinary shares are entitled to be paid out of remaining surplus assets of the company (after liabilities are paid and capital on preference shares is paid up). The ordinary shares are non redeemable. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 22. | RESERVES |
| Group |
| Share |
| Retained | Share | option |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 December 2024 | (726,250 | ) | 18,535,166 | 150,080 | 17,958,996 |
| Profit for the period | 170,510 | - | - | 170,510 |
| Dividends | (479,631 | ) | - | - | (479,631 | ) |
| At 31 May 2026 | (1,035,371 | ) | 18,535,166 | 150,080 | 17,649,875 |
| Company |
| Share |
| Retained | Share | option |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1 December 2024 | 18,766,279 |
| Profit for the period | - | - |
| Dividends | ( |
) | - | - | ( |
) |
| At 31 May 2026 | 18,902,059 |
| The share options reserve represents the cumulative share-based payment charge recognised in respect of share option awards granted by the company to employees of the group. |
| 23. | PENSION COMMITMENTS |
| At the balance sheet date the group had an outstanding pension contributions liability of £15,575 (2024: £11,169). |
| 24. | RELATED PARTY DISCLOSURES |
| The company and group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| During the period rental and service charge payments of £179,667 (2024: £111,957) were charged from self administered pension schemes of which some directors are beneficiaries. Within trade creditors is £33,825 (2024: £33,825) owed to the pension schemes. |
| Transactions between not wholly owned group companies |
| During the current, and prior, period a member of the group incurred expenses and issued sales invoices on behalf of other members of the group. |
| The ultimate controlling parties are J A King and M G Sullivan by virtue of their shareholdings. |
| 25. | POST BALANCE SHEET EVENTS |
| On 13 July 2026, after the balance sheet date, the company purchased 125 ordinary shares in the subsidiary undertaking, AMD Environmental (North) Limited, from a shareholder for consideration of £366,000. |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 26. | SHARE-BASED PAYMENT TRANSACTIONS |
| Equity settled share option scheme |
| The group has established an Enterprise Management Incentive ('EMI') scheme ('the Scheme') under which share options have been granted to 8 employees of the group. The Scheme is an equity-settled share based payment arrangement whereby the employees are granted share options over the parent company's equity instruments. |
| The scheme includes non-market-based vesting conditions only, whereby the share options may be exercised from the date that they vest until the 10th anniversary of the date of the grant upon an exit event only. There are no performance based vesting conditions and the only vesting requirement is that the recipient remain in employment with a group company together with the occurrence of an exit event. |
| £Nil charge (2024: credit of £170,278) in respect of this scheme is recognised within the Income Statement and made against a separate reserve being a capital contribution from the parent company. The directors believe the calculated charge for the period is not material so the financial statements have not been adjusted to reflect this. |
| Share option activity for the period ended 31 May 2026 is presented below. |
| Number of | Weighted |
| options | average |
| exercise price |
| £ |
| 2026 | 2026 |
| Outstanding at start of period | 10,336 | 1.00 |
| Granted during the period | - | - |
| Forfeited during the period | - | - |
| Exercised during the period | - | - |
| Outstanding at end of period | 10,336 | 1.00 |
| Exercisable at end of period | - | 1.00 |
| 2024 | 2024 |
| Outstanding at start of period | 4,385 | 1.00 |
| Granted during the period | 8,535 | - |
| Forfeited during the period | (2,584 | ) | - |
| Exercised during the period | - | - |
| Outstanding at end of period | 10,336 | 1.00 |
| Exercisable at end of period | - | 1.00 |
| Weighted average remaining contractual life (in years) of |
| options outstanding at the period end | 6.03 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| The estimated fair value of the share options was calculated by applying a Black-Scholes model as it is recognised as an appropriate model for valuing share options with non-market-based vesting conditions. The model inputs for the option grants were as follows: |
| Exercise price | £1 |
| Share price at date of grant | £84.15 |
| Risk-free interest rate | 2% |
| Expected volatility | 30% |
| Dividend yield | 0% |
| Contractual life of option (years) | 10 |
| Expected volatility was based on historical volatility of comparable listed companies, which may not necessarily be the actual outcome. |
| 27. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1/12/24 |
| to | Year Ended |
| 31/5/26 | 30/11/24 |
| £ | £ |
| Profit before taxation | 1,074,068 | 890,149 |
| Depreciation charges | 1,060,962 | 668,693 |
| Dividends to non-controlling interest | - | (51,610 | ) |
| Finance costs | 13,093 | 1,550 |
| Finance income | (170,027 | ) | (139,004 | ) |
| 1,978,096 | 1,369,778 |
| Increase in trade and other debtors | (4,827,020 | ) | (1,198,403 | ) |
| Increase/(decrease) in trade and other creditors | 5,694,551 | (530,471 | ) |
| Cash generated from operations | 2,845,627 | (359,096 | ) |
| 28. | 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: |
| Period ended 31 May 2026 |
| 31/5/26 | 1/12/24 |
| £ | £ |
| Cash and cash equivalents | 4,657,631 | 2,977,689 |
| Year ended 30 November 2024 |
| 30/11/24 | 1/12/23 |
| £ | £ |
| Cash and cash equivalents | 2,977,689 | 4,031,174 |
| AMD GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12083085) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 DECEMBER 2024 TO 31 MAY 2026 |
| 29. | ANALYSIS OF CHANGES IN NET FUNDS |
| Other |
| non-cash |
| At 1/12/24 | Cash flow | changes | At 31/5/26 |
| £ | £ | £ | £ |
| Net cash |
| Cash at bank |
| and in hand | 2,977,689 | 1,679,942 | 4,657,631 |
| 2,977,689 | 1,679,942 | 4,657,631 |
| Debt |
| Finance leases | (34,490 | ) | 18,849 | (120,270 | ) | (135,911 | ) |
| Debts falling due |
| after 1 year | (1,300,000 | ) | - | - | (1,300,000 | ) |
| (1,334,490 | ) | 18,849 | (120,270 | ) | (1,435,911 | ) |
| Total | 1,643,199 | 1,698,791 | (120,270 | ) | 3,221,720 |