IRIS Accounts Production v26.2.0.496 12083085 Board of Directors Board of Directors 31.5.26 1.12.24 31.5.26 31.5.26 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. true true false true true false false false true true false Preference 0 Ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh120830852024-11-30120830852026-05-31120830852024-12-012026-05-31120830852023-11-30120830852023-12-012024-11-30120830852024-11-3012083085ns15:EnglandWales2024-12-012026-05-3112083085ns14:PoundSterling2024-12-012026-05-3112083085ns10:Director12024-12-012026-05-3112083085ns10:Director22024-12-012026-05-3112083085ns10:Consolidated2026-05-3112083085ns10:ConsolidatedGroupCompanyAccounts2024-12-012026-05-3112083085ns10:PrivateLimitedCompanyLtd2024-12-012026-05-3112083085ns10:Consolidatedns10:MediumEntities2024-12-012026-05-3112083085ns10:Consolidatedns10:Audited2024-12-012026-05-3112083085ns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-12-012026-05-3112083085ns10:Medium-sizedCompaniesRegimeForAccounts2024-12-012026-05-3112083085ns10:Consolidated2024-12-012026-05-3112083085ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-12-012026-05-3112083085ns10:Medium-sizedCompaniesRegimeForAccountsns10:Consolidated2024-12-012026-05-3112083085ns10:FullAccounts2024-12-012026-05-311208308512024-12-012026-05-3112083085ns10:PreferenceShareClass22024-12-012026-05-3112083085ns10:OrdinaryShareClass12024-12-012026-05-3112083085ns10:Director32024-12-012026-05-3112083085ns10:Director42024-12-012026-05-3112083085ns10:RegisteredOffice2024-12-012026-05-3112083085ns10:Consolidated2023-12-012024-11-3012083085ns5:CurrentFinancialInstruments2026-05-3112083085ns5:CurrentFinancialInstruments2024-11-3012083085ns5:Non-currentFinancialInstruments2026-05-3112083085ns5:Non-currentFinancialInstruments2024-11-3012083085ns5:ShareCapital2026-05-3112083085ns5:ShareCapital2024-11-3012083085ns5:SharePremium2026-05-3112083085ns5:SharePremium2024-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2026-05-3112083085ns5:FurtherSpecificReserve1ComponentTotalEquity2024-11-3012083085ns5:RetainedEarningsAccumulatedLosses2026-05-3112083085ns5:RetainedEarningsAccumulatedLosses2024-11-3012083085ns5:ShareCapital2023-11-3012083085ns5:RetainedEarningsAccumulatedLosses2023-11-3012083085ns5:SharePremium2023-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2023-11-3012083085ns5:RetainedEarningsAccumulatedLosses2023-12-012024-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-012024-11-3012083085ns5:RetainedEarningsAccumulatedLosses2024-12-012026-05-3112083085ns5:FurtherSpecificReserve1ComponentTotalEquity2024-12-012026-05-3112083085ns5:NetGoodwill2024-12-012026-05-3112083085ns5:IntangibleAssetsOtherThanGoodwill2024-12-012026-05-3112083085ns5:CostValuation2024-11-3012083085ns5:WithinOneYearns5:CurrentFinancialInstruments2026-05-3112083085ns5:WithinOneYearns5:CurrentFinancialInstruments2024-11-3012083085ns10:PreferenceShareClass22026-05-3112083085ns10:OrdinaryShareClass12026-05-3112083085ns5:RetainedEarningsAccumulatedLosses2024-11-3012083085ns5:SharePremium2024-11-3012083085ns5:FurtherSpecificReserve1ComponentTotalEquity2024-11-30
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: J A King
M G Sullivan
D J Pearce
D B Peachey FCA





REGISTERED OFFICE: Jupiter House Orbital One
Green Street Green Road
Dartford
Kent
DA1 1QG





REGISTERED NUMBER: 12083085 (England and Wales)





AUDITORS: Lewis Brownlee (Chichester) Limited
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:





M G Sullivan - Director


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.

J A King
M G Sullivan
D J Pearce
D B Peachey FCA

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:





J A King - Director


27 August 2026

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.




Sam Ede BFP FCA FCCA (Senior Statutory Auditor)
for and on behalf of Lewis Brownlee (Chichester) Limited
Statutory Auditors
Appledram Barns
Birdham Road
Chichester
West Sussex
PO20 7EQ

27 August 2026

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 520,335 518,901
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 20,086,596 20,086,596
20,086,596 20,086,596

CURRENT ASSETS
Debtors 14 169,068 17,893
Cash at bank and in hand 54,723 69,568
223,791 87,461
CREDITORS
Amounts falling due within one year 15 - 750
NET CURRENT ASSETS 223,791 86,711
TOTAL ASSETS LESS CURRENT
LIABILITIES

20,310,387

20,173,307

CREDITORS
Amounts falling due after more than one year 16 1,308,327 1,307,027
NET ASSETS 19,002,060 18,866,280

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 22 216,813 81,033
SHAREHOLDERS' FUNDS 19,002,060 18,866,280

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 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)

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 100,001 13,194 18,535,166 320,358 18,968,719

Changes in equity
Dividends - (482,016 ) - - (482,016 )
Total comprehensive income - 549,855 - (170,278 ) 379,577
Balance at 30 November 2024 100,001 81,033 18,535,166 150,080 18,866,280

Changes in equity
Dividends - (479,631 ) - - (479,631 )
Total comprehensive income - 615,411 - - 615,411
Balance at 31 May 2026 100,001 216,813 18,535,166 150,080 19,002,060

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

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
Goodwill, being the amount paid in connection with the acquisition of a business in 2019, is being amortised evenly over its estimated useful life of thirty years.

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
83 67

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 20,086,596
NET BOOK VALUE
At 31 May 2026 20,086,596
At 30 November 2024 20,086,596

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 - - 168,918 17,743
Amounts recoverable on
contracts 6,545,652 1,970,391 - -
Other debtors 5,441 3,546 150 150
VAT 262,707 57,188 - -
Prepayments and accrued income 112,393 121,820 - -
9,051,508 4,224,488 169,068 17,893

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 - - - 750
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 - 750

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 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 1,308,327 1,307,027

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: £ £
1,300,000 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: £ £
100,001 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 81,033 18,535,166 150,080 18,766,279
Profit for the period 615,411 - - 615,411
Dividends (479,631 ) - - (479,631 )
At 31 May 2026 216,813 18,535,166 150,080 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