Hyster-Yale Acquisition Holding Limited - Limited company accounts 25.1

REGISTERED NUMBER: 11092549 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Hyster-Yale Acquisition Holding Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

S S Taylor

R Prasad

REGISTERED OFFICE:

Centennial House

Building 4.5

Frimley Business Park

Frimley

Surrey

GU16 7SG

REGISTERED NUMBER:

11092549 (England and Wales)

AUDITORS:

Ernst & Young LLP, Statutory Auditor

G1

5 George Square

Glasgow

G2 1DY

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year 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 January 2025 to the date of this report.

S S Taylor

R Prasad

Other changes in directors holding office are as follows:

S Minder - resigned 31 December 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

GOING CONCERN

In preparing the assessment the Directors have considered the cash requirement to the 30th of September 2027. In completing this assessment, the Directors have ascertained that the company has sufficient funds available in order to fulfil its obligations. The Directors have concluded that the Company can meet its running costs as well as other obligations for the period of the assessment. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S S Taylor - Director

4 September 2026

Opinion

We have audited the financial statements of Hyster-Yale Acquisition Holding Limited (the ‘Company’) for the year ended 31 December 2025, which comprise the Income Statement, Balance Sheet and the related notes 1 to 14, 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 FRS 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 Company’s affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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 company’s ability to continue as a going concern for the period to 30 September 2027.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.

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 this 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 there is 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 the 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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors’ report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' 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 or returns adequate for our audit have not been received from branches not visited by us; or

- the 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.

- the directors were not entitled to prepare the financial statements in accordance with the small companies’ regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 2, 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 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 directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s 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 financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant direct and indirect tax compliance regulation in the UK.

- We understood how the company is complying with those frameworks by making enquiries of management to understand how the company maintains and communicates its policies and procedures in these areas. We inquired of management to identify if there were any matters were there is risk of breaching these frameworks that could have a material impact on the company. We also understood the controls put in place by the wider Hyster Yale Group to reduce opportunities for fraudulent transactions.

- We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override through internal team meetings, inquiry of management and review of the wider Hyster Yale Group fraud assessments. Where the risk was considered to be higher, we performed specific audit procedures to address each identified fraud risk.

- Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved review and testing of journal entries, review of significant contracts and enquiries of management.

A further description of our responsibilities for the audit of the financial statements is located on the

Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s 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.

Nicola McIntyre (Senior Statutory Auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

G1

5 George Square

Glasgow

G2 1DY

8 September 2026

TURNOVER

-

Administrative expenses

48,068

26,326

(48,068

)

(26,326

)

Other operating income

-

86,429

OPERATING (LOSS)/PROFIT

4

(48,068

)

60,103

Income from shares in group

undertakings

7,608,480

-

Interest receivable and similar income

7,515

62,793

7,615,995

62,793

7,567,927

122,896

Interest payable and similar expenses

5

-

137,179

PROFIT/(LOSS) BEFORE TAXATION

7,567,927

(14,283

)

Tax on profit/(loss)

6

380,424

-

PROFIT/(LOSS) FOR THE

FINANCIAL YEAR

7,187,503

(14,283

)

FIXED ASSETS

Investments

8

102,067,845

CURRENT ASSETS

Debtors

9

1,158,092

-

Cash at bank

338,193

360,982

1,496,285

360,982

CREDITORS

Amounts falling due within one year

10

21,499

NET CURRENT ASSETS

1,474,786

339,483

TOTAL ASSETS LESS CURRENT

LIABILITIES

103,542,631

102,407,328

CAPITAL AND RESERVES

Called up share capital

11

2,272

Share premium

12

103,259,457

Retained earnings

12

280,902

(854,401

)

SHAREHOLDERS' FUNDS

103,542,631

102,407,328

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

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2026 and were signed on its behalf by:

S S Taylor - Director

1.	STATUTORY INFORMATION

Hyster-Yale Acquisition Holding 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 prepared in Euros which is the functional currency of the company.

Hyster-Yale Acquisition Holding Limited has taken advantage of the exemption available under section 401 of the Companies Act 2006 from the requirement to prepare group financial statements as it is a wholly owned subsidiary Hyster-Yale, Inc. which prepares publicly available group financial statements which include the results of the Company and its subsidiaries. Hyster-Yale Acquisition Holding Limited financial statements therefore reflect the Company as an individual undertaking.

The company is included in the consolidated financial statements of Hyster-Yale, Inc. and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures for the parent company financial statements have been applied:

- The requirements of Section 33 Related Party Disclosures paragraph 33.7;

- The requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d).

Going concern

In preparing the assessment the Directors have considered the cash requirement to the 30th of September 2027. In completing this assessment, the Directors have ascertained that the company has sufficient funds available in order to fulfil its obligations. The Directors have concluded that the Company can meet its running costs as well as other obligations for the period of the assessment. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Related party exemption

The company 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.

Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for turnover and costs during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following are the company's key accounting estimates:

Impairment of investments

The company assesses at each balance sheet date whether there are indicators of impairment of individual investments. Where there are indicators of such impairment, the Company performs impairment tests based on the fair value less costs to sell or a value in use calculation of the underlying investment. Where the carrying value exceeds the recoverable amount, an impairment is recorded in the financial statements.

The directors do not consider there to be any other key estimation uncertainty in preparing these financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are held at cost less impairment. The carrying value of investments is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Financial assets

Short-term debtors

Debtors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognized in the income statement in other operating expenses.

Amounts owed by Group undertakings, as disclosed in Note 9, bear interest of 3 months SOFR rate +1.50% margin.

Creditors

Creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognized in the income statement.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

The Directors of the Company are also Directors of several companies within the Hyster Yale Group and are all paid through other Hyster Yale Group Companies. Management have prepared an apportionment of the time spent by the Directors on the Company which was concluded as being an inconsequential amount for the current and previous year. Therefore, no amounts have been disclosed for Directors’ remuneration in the current or previous year for services provided to the Company.

4.	OPERATING (LOSS)/PROFIT

31.12.25

31.12.24

€

Gain/(Loss) Foreign Exchange Other Creditors

(19,207

)

86,429

Bank Charges

(525

)

(574

)

Audit Fees

(28,337

)

(25,752

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

€

Interest Payable

-

137,179

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.25

31.12.24

as

restated

€

Current tax:

Foreign withholding tax

380,424

-

Tax on profit/(loss)

380,424

-

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25

31.12.24

as

restated

€

Profit/(loss) before tax

7,567,927

(14,283

)

Profit/(loss) multiplied by the standard rate of corporation tax in

the UK of 25% (2024 - 25%)

1,891,982

(3,571

)

Effects of:

Income not taxable for tax purposes

(1,902,120

)

-

Losses carried forward

10,138

3,571

Irrecoverable foreign withholding tax on dividend exempt from UK corporation tax

380,424

-

Total tax charge

380,424

-

The main rate of UK corporation tax remained at 25% throughout the year, having been increased from 19% to 25% with effect from 1 April 2023 by Finance Act 2021. Finance Act 2025 confirmed that the main rate of corporation tax for the financial year commencing 1 April 2026 will remain at 25%. Deferred tax balances at the balance sheet date have accordingly been measured at 25% (2024: 25%), being the rate substantively enacted at the balance sheet date and expected to apply when the relevant timing differences reverse.

The Directors are not aware of any other factors that will materially affect the future tax charge.

Pillar Two income taxes

The OECD Pillar Two model rules, enacted in the UK through the Multinational Top-up Tax and Domestic Top-up Tax within Finance (No. 2) Act 2023 and subsequent Finance Acts, apply to the Group for accounting periods beginning on or after 31 December 2023. The Company has applied the mandatory temporary exception from recognising and disclosing information about deferred tax assets and liabilities arising from Pillar Two income taxes. Based on the Company's assessment, including transitional safe harbour analysis, the Pillar Two effective tax rate in each jurisdiction in which the Company operates is expected to exceed 15% and no material top-up tax is expected to arise for the year ended 31 December 2025 (2024: £nil)

7.	PRIOR YEAR ADJUSTMENT

The comparative figure in the Balance Sheet for Share Premium and Retained Earnings for the year ending 31.12.2024 has been restated to reflect an error in classification in relation to shares previously issued in 2018. The value of the Share Premium has increased by €79,927,261 and Retained Earnings have decreased as a result by the same value.

8.	FIXED ASSET INVESTMENTS

Shares in Group

Undertakings

COST

€

At 1 January 2025

102,067,845

At 31 December 2025

102,067,845

NET BOOK VALUE

At 31 December 2025

102,067,845

At 31 December 2024

102,067,845

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Hyster-Yale Maximal Forklift (Zhejiang) Ltd.

Registered office: China

Nature of business: Manufacture and marketing of forklift trucks

Holding: 90%

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

as

restated

€

Amounts owed by group undertakings

1,158,092

-

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

€

Audit fees

21,499

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

as

restated

€

2,272

Ordinary

€1

2,272

Ordinary shares rank pari passu for participation in profits and assets. Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote.

12.

RESERVES

Share Premium

2025

2024

as restated

€

As at 1 January

103,259,457

97,688,015

Share premium (55 ordinary shares)

-

5,571,442

At 31 December

103,259,457

On 31 May 2024, Hyster-Yale UK Limited subscribed for the allotment and issuance of 55 ordinary shares of €1 each in the capital of HY Acquisition Holding Limited for a consideration of €5,571,497, resulting in a share premium of €5,571,442.

Reference is made to Note 7 regarding an error in classification in relation to shares previously issued in 2018. The value of the Share Premium has increased by €79,927,261 and Retained Earnings have decreased as a result by the same value.

Retained Earnings

2025

2024

as restated

€

As at 1 January

(854,401

)

(840,118

)

Profit/(loss) for the year

7,187,503

(14,283

)

Dividend Paid

(6,052,200

)

-

31 December

280,902

(854,401

)

13.	POST BALANCE SHEET EVENTS

There are no significant post balance sheet events.

14.	ULTIMATE CONTROLLING PARTY

At 31 December 2025, Hyster-Yale Acquisition Holding Limited was a subsidiary undertaking of Hyster-Yale UK Ltd, a company registered in the United Kingdom at Centennial House, Building 4.5, Frimley Business Park, Frimley, GU16 7SG. The ultimate parent company is Hyster-Yale Inc. a company incorporated in the state of Delaware, United States of America.

The only group in which the results of Hyster-Yale Acquisition Holding Limited are consolidated is that headed by Hyster-Yale Inc. whose principal place of business is at 5875 Landerbrook Drive, Cleveland, Ohio 44124. The consolidated financial statements of Hyster-Yale Inc. are available at that address.