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Registered number: 15965333









DHH GROUP HOLDINGS LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 AUGUST 2025

 
DHH GROUP HOLDINGS LTD
 
 
COMPANY INFORMATION


Director
B J Francis (appointed 18 September 2024)




Registered number
15965333



Registered office
35 Ballards Lane

London

N3 1XW




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
DHH GROUP HOLDINGS LTD
 

CONTENTS



Page
Group strategic report
 
 
1 - 2
Director's report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Consolidated statement of comprehensive income
 
 
9
Consolidated statement of financial position
 
 
10
Company statement of financial position
 
 
11
Consolidated statement of changes in equity
 
 
12
Company statement of changes in equity
 
 
13
Consolidated statement of cash flows
 
 
14
Consolidated analysis of net debt
 
 
15
Notes to the financial statements
 
 
16 - 30


 
DHH GROUP HOLDINGS LTD
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2025

Introduction
 
The Group incorporated acquired D H H Timber Products Limited and now oversees a group whose principal trading activities comprise the importation and distribution of wood-based sheet materials, specialising in Birch Plywood products.

Business review
 
During the year, market conditions within the Group's principal trading subsidiary continued to reflect those experienced in the prior year, with ongoing pressure on supplier prices and shipping costs. Despite these challenges, the subsidiary maintained turnover levels and improved margins. Continued focus on developing existing customer relationships and establishing new business opportunities contributed to an improvement in gross profit margins.

In October 2024, DHH Group Holdings Limited acquired the entire issued share capital of DHH Timber Products Limited for total consideration of £2.65m. The acquisition was funded by a loan from DHH Timber Products Limited to DHH Group Holdings Limited. This loan was fully repaid prior to the year end through dividends declared and paid by DHH Timber Products Limited. The directors are pleased that the significant dividend paid during the year was materially supported by the subsidiary's trading profitability, enabling the Group to maintain a strong balance sheet position.

Despite significant inflationary pressures on overhead costs within the trading business, the subsidiary continued to develop its trading approach to mitigate these increases and limit their impact on financial performance.

The Group's cash position remained strong throughout the year, with the subsidiary's working capital requirements more than adequately supported by its bank factoring facility. The directors are pleased that the trading business continues to maintain strong supplier relationships and a robust market position.

At the time of writing, the directors anticipate a slowdown in the UK economy as 2026 progresses, together with broader market and global uncertainties. Combined with more stable plywood and panel product markets operating at a lower cost base, this may place further pressure on turnover and gross profit margins within the trading subsidiary. However, given the progress made in recent years, the directors remain confident in the Group's ability to meet these challenges successfully.


Page 1

 
DHH GROUP HOLDINGS LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025

Principal risks and uncertainties
 
There are a number of potential risks and uncertainties which could have a material impact on the Group’s performance and could cause actual results to differ from expected and historical results. The Group continues to review such operational risks and they are summarised below:
Strategic
The directors regularly review the Group’s strategic progress and uses market information to assist in making the decisions required to meet customer demands and furthermore to ensure the growth of the business is consistent.
Business environment
The Group’s customer base consists of a wide range of end users, industries and with a reasonable proportion of construction related activities. Any downturn in the economy will ultimately restrict the growth of the Group but the Directors are optimistic for 2026 and beyond.
Financial
Financial risks are primarily the exposure to bad debt but this risk is mitigated by the insurance on the factored debts. The director review and manage the cash position of the Group on a daily basis making all necessary provision through the management of customers scheduling to maintain an adequate cash position at all times.

Financial key performance indicators
 
The financial key performance indicators are as mentioned above in the business review. Turnover, gross profit, gross margin, operating profit and profit before taxation. 
Turnover in the year ended 31 August 2025 was £23,742,151. Gross profit was £4,042,429 and the gross margin  17%. Operating profit was £2,714,756. The profit before taxation was £7,451,900.

Other key performance indicators
 
There are no additional key performance indicators.


This report was approved by the board and signed on its behalf.



B J Francis
Director

Date: 3 September 2026

Page 2

 
DHH GROUP HOLDINGS LTD
 
 
 
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 AUGUST 2025

The director presents his report and the financial statements for the period ended 31 August 2025.

Director's responsibilities statement

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation, amounted to £6,854,548.


Director

The director who served during the period was:

B J Francis (appointed 18 September 2024)

Future developments

The Group expects to continue to expand and grow in the future.

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

 
DHH GROUP HOLDINGS LTD
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2025

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

Under section 487(2) of the Companies Act 2006BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





B J Francis
Director

Date: 3 September 2026

Page 4

 
DHH GROUP HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DHH GROUP HOLDINGS LTD
 

Opinion


We have audited the financial statements of DHH Group Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 August 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 August 2025 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


Page 5

 
DHH GROUP HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DHH GROUP HOLDINGS LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Director's report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
DHH GROUP HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DHH GROUP HOLDINGS LTD (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 3, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the director is responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the parent Company or to cease operations, or has no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report 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 Group 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:

Enquiring of management around actual and potential litigation and claims;
Enquiring of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;
Reviewing minutes of meetings of those charged with governance.
Reviewing financial statement disclosures and testing to supporting documentation within applicable laws and regulations;
Performing audit work over the risks of management override of controls, including reviews over other adjustments for appropriateness, evaluating business rationale of significant decisions in the normal course of business and reviewing accounting estimates for bias;
Reviewing the general ledger in detail for all transactions with related parties;
Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate.


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 Auditors' report.


Page 7

 
DHH GROUP HOLDINGS LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DHH GROUP HOLDINGS LTD (CONTINUED)


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 2006Our 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 an Auditors' report 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.





Michael Wedge (Senior statutory auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
35 Ballards Lane
London
N3 1XW

3 September 2026
Page 8

 
DHH GROUP HOLDINGS LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2025

31 August
2025
Note
£

  

Turnover
 4 
23,742,151

Cost of sales
  
(19,699,659)

Gross profit
  
4,042,492

Administrative expenses
  
(1,327,736)

Operating profit
 5 
2,714,756

Negative goodwill
  
4,784,356

Interest payable and similar expenses
 9 
(47,212)

Profit before taxation
  
7,451,900

Tax on profit
 10 
(597,352)

Profit for the financial period
  
6,854,548

  

Total comprehensive income for the period
  
6,854,548

Profit for the period attributable to:
  

Owners of the parent Company
  
6,854,548

  
6,854,548

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
6,854,548

  
6,854,548

The notes on pages 16 to 30 form part of these financial statements.

Page 9

 
DHH GROUP HOLDINGS LTD
REGISTERED NUMBER: 15965333

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025

2025
Note
£

Fixed assets
  

Intangible assets
 11 
(682,598)

Tangible assets
 12 
4,662

  
(677,936)

Current assets
  

Stocks
 14 
7,836,492

Debtors: amounts falling due within one year
 15 
4,728,825

Cash at bank and in hand
 16 
12,344

  
12,577,661

Creditors: amounts falling due within one year
 17 
(5,000,177)

Net current assets
  
 
 
7,577,484

Total assets less current liabilities
  
6,899,548

Net assets
  
6,899,548


Capital and reserves
  

Called up share capital 
 18 
15,000

Capital redemption reserve
 19 
30,000

Profit and loss account
 19 
6,854,548

Equity attributable to owners of the parent Company
  
6,899,548

  
6,899,548


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 September 2026.




B J Francis
Director

The notes on pages 16 to 30 form part of these financial statements.

Page 10

 
DHH GROUP HOLDINGS LTD
REGISTERED NUMBER: 15965333

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025

2025
Note
£

Fixed assets
  

Investments
 13 
2,691,250

  
2,691,250

  

Total assets less current liabilities
  
 
2,691,250

  

  

Net assets
  
2,691,250


Capital and reserves
  

Called up share capital 
 18 
15,000

Profit for the period
  

Profit and loss account carried forward
 19 
2,676,250

  
2,691,250


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 September 2026.


B J Francis
Director

The notes on pages 16 to 30 form part of these financial statements.

Page 11

 
DHH GROUP HOLDINGS LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2025


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 18 September 2024
-
30,000
-
30,000


Comprehensive income for the period

Profit for the period
-
-
6,854,548
6,854,548
Total comprehensive income for the period
-
-
6,854,548
6,854,548


Contributions by and distributions to owners

Shares issued during the period
15,000
-
-
15,000


Total transactions with owners
15,000
-
-
15,000


At 31 August 2025
15,000
30,000
6,854,548
6,899,548

The notes on pages 16 to 30 form part of these financial statements.

Page 12

 
DHH GROUP HOLDINGS LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
2,676,250
2,676,250
Total comprehensive income for the period
-
2,676,250
2,676,250


Contributions by and distributions to owners

Shares issued during the period
15,000
-
15,000


Total transactions with owners
15,000
-
15,000


At 31 August 2025
15,000
2,676,250
2,691,250

The notes on pages 16 to 30 form part of these financial statements.

Page 13

 
DHH GROUP HOLDINGS LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2025

2025
£

Cash flows from operating activities

Profit for the financial period
6,854,548

Adjustments for:

Depreciation of tangible assets
9,126

Interest paid
47,212

Taxation charge
597,352

(Increase)/decrease in stocks
(7,836,492)

(Increase)/decrease in debtors
(4,698,824)

Increase in creditors
4,703,089

Corporation tax (paid)/received
(300,265)

Net cash generated from operating activities

(624,254)


Cash flows from investing activities

Purchase of intangible fixed assets
682,598

Purchase of fixed asset investments
(13,788)

Net cash from investing activities

668,810

Cash flows from financing activities

Issue of ordinary shares
15,000

Interest paid
(47,212)

Net cash used in financing activities
(32,212)

Net increase in cash and cash equivalents
12,344

Cash and cash equivalents at the end of period
12,344


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
12,344

12,344


The notes on pages 16 to 30 form part of these financial statements.

Page 14

 
DHH GROUP HOLDINGS LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 AUGUST 2025



Acquisition and disposal of subsidiaries
At 31 August 2025
£

£

Cash at bank and in hand

12,344

12,344

Bank overdrafts

(1,250,621)

(1,250,621)


(1,238,277)
(1,238,277)

The notes on pages 16 to 30 form part of these financial statements.

Page 15

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

1.


General information

The principal activity of DHH Group Holdings Limited ("the Company") is that of a holding company for a group engaged in the importation and distribution of wood-based sheet materials, with a particular specialism in Birch Plywood products through its trading subsidiary, D H H Timber Products Limited.
The Company is a private company limited by shares and is incorporated in England and Wales.
The registered office and principal place of business is Unit 4-6, Milehams Industrial Estate, Tank Hill Road, Purfleet, RM19 1SX.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being .

 
2.3

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that
the Group has adequate resources to continue in operational existence for the foreseeable future.
Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 16

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 17

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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


Page 18

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.Group intangible assets represent the negative goodwill upon acquisition. It is being amortised over the life of the Subsidiary's non monetary assets

.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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

Depreciation is provided on the following basis:

Plant and machinery
-
25%
25%
Motor vehicles
-
25%
25%
Fixtures and fittings
-
25%
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 19

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Financial instruments

The Group only enters into basic financial instruments that result in the recognition of financial assets and liabilities.
(i) Financial assets
Basic financial assets, including trade and other debtors, and, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is
Page 20

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

2.Accounting policies (continued)


2.16
Financial instruments (continued)

due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that believed to be reasonable under the circumstances. 
No judgments (apart from those involving estimates) have been made in the process of applying the above accounting policies.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include:
(i) Stock provision
When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of stock. See note 14 for the net carrying amount of the stock. 
(ii) Debtor provision
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 15 for the net carrying amount of the debtors

Page 21

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

4.


Turnover

The whole of the turnover is attributable to the principal activity of the business.

31 August
2025
£

United Kingdom
23,742,151

23,742,151


All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

31 August
2025
£

Depreciation of tangible fixed assets
9,156

Exchange differences
(19,844)

Other operating lease rentals
130,000

Defined contribution pension costs
94,934


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Group's auditors:


31 August
2025
£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements
34,000

Page 22

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

7.


Employees

Staff costs, including director's remuneration, were as follows:


Group
2025
£


Wages and salaries
840,189

Social security costs
129,408

Cost of defined contribution scheme
84,584

1,054,181


The average monthly number of employees, including the director, during the period was as follows:



Group
Company
       31 August
       31 August
        2025
        2025
            No.
            No.







Employees
17
17


8.


Director's remuneration



During the period retirement benefits were accruing to 1 director in respect of defined contribution pension schemes.

The highest paid director received remuneration of £122,750.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL.


9.


Interest payable and similar expenses

31 August
2025
£


Other loan interest payable
47,212

47,212

Page 23

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

10.


Taxation


31 August
2025
£

Corporation tax


Current tax on profits for the year
597,352


597,352


Total current tax
597,352

Deferred tax

Total deferred tax
-


597,352

Factors affecting tax charge for the period

The tax assessed for the period is at the standard rate of corporation tax in the UK of 25%. The differences are explained below:

31 August
2025
£


Profit on ordinary activities before tax
7,451,900


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
1,862,975

Effects of:


Non-tax deductible amortisation of goodwill and impairment
(1,270,871)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
8,597

Movement in deferred tax not recognised
(3,349)

Total tax charge for the period
597,352


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025
 
10.Taxation (continued)




11.


Intangible assets

Group




Negative goodwill

£





Additions
(5,460,782)



At 31 August 2025

(5,460,782)





Charge for the period
(4,778,184)



At 31 August 2025

(4,778,184)



Net book value



At 31 August 2025
(682,598)



Page 25

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

12.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost or valuation


Acquisition of subsidiary
6,078
7,710
13,788


Disposals
(1,076)
(4,574)
(5,650)



At 31 August 2025

5,002
3,136
8,138



Depreciation


Charge for the period on owned assets
4,446
4,680
9,126


Disposals
(1,076)
(4,574)
(5,650)



At 31 August 2025

3,370
106
3,476



Net book value



At 31 August 2025
1,632
3,030
4,662


13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
2,691,250



At 31 August 2025
2,691,250




Page 26

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

D H H Timber Products Limited
35 Ballards Lane, London, N3 1XW
Ordinary
100% 

The aggregate of the share capital and reserves as at 31 August 2025 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

D H H Timber Products Limited
7,582,146
1,771,062


14.


Stocks

Group
2025
£

Finished goods and goods for resale
7,836,492

7,836,492


Stock recognised in cost of sales during the year as an expense was £19,114,825.
An impairment loss of £810,264 was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock. In addition, an NRV provision of £Nil was recognised during the year to reflect the reduction in the net realisable value of certain iinventory lines.


15.


Debtors

Group
2025
£


Trade debtors
4,685,275

Other debtors
17,215

Prepayments and accrued income
26,335

4,728,825


Page 27

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

15.Debtors (continued)

Book debts are assigned to HSBC Invoice Finance Limited. HSBC hold a fixed charge over the book debts and a floating charge over all other assets in respect of liabilities due to them. At the year end a sum of £1,250,621 was due to HSBC from the Subsidiary (2024: £1,863,851 was due from HSBC to the Company), and is included within Cash and cash equivalents. There is a cross guarantee with an entity under common control in respect of this.
A guarantee dated 17 January 1995 in favour of HM Revenue & Customs is held for £250,000. There is a further guarantee of £500,000 held with HSBC Bank Plc in respect of this.


16.


Cash and cash equivalents

Group
2025
£

Cash at bank and in hand
12,344

12,344



17.


Creditors: Amounts falling due within one year

Group
2025
£

Trade creditors
2,591,989

Corporation tax
297,087

Other taxation and social security
684,432

Other creditors
1,255,185

Accruals and deferred income
171,484

5,000,177



18.


Share capital

2025
£
Allotted, called up and fully paid


15,000 ordinary shares of £1.00 each
15,000


Ordinary shares have full dividends and voting rights.

Page 28

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

19.


Reserves

Capital redemption reserve

Relates to the cancellation of shares in prior years.

Profit and loss account

Includes all current period retained profits and losses.


20.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £84,584.
At the year end contributions totalling £34,500 were outstanding.


21.


Commitments under operating leases

At 31 August 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2025
£

Not later than 1 year
75,875

Later than 1 year and not later than 5 years
25,216

101,091

During the year £123,229 was charged to the profit or loss in relation to non-cancellable operating leases.

Page 29

 
DHH GROUP HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2025

22.


Related party transactions

On 15 October 2024, all of the issued share capital of the DHH Timber Products Limited was acquired by Dhh Group Holdings Limited, which became the immediate and ultimate parent undertaking. 
As part of the acquisition and related group restructuring, the purchase consideration payable by DHH Group Holdings Limited was intially funded by way of a short-term loan from the DHH Timber Products Limited to DHH Group Holdings Limited. The loan was interest-free, unsecured and repayable on demand. The loan was fully repaid during the year through the declaration and payment of dividends by the DHH Timber Products Limited to DHH Group Holdings Limited. As a result, no balance was outstanding between DHH Timber Products Limited and DHH Group Holdings Limited at the year end.
The Group also entered into transactions with other entities under common control. 
Included within trade debtors is a balance of £220,655 owed by other related parties under common control. The Group made sales of £1,238,340 to this related party during the year.
Included within trade creditors is a balance of £17,263 owed to other related parties  under common control. The Group made purchases totalling £279,273 from this related party during the year.
Key management compensation in the year totalled £122,750.


23.


Controlling party

The Group is controlled by B J Francis, who by virtue of their shareholding is considered to be the ultimate controlling party.

 
Page 30