The directors present the strategic report for the year ended 31 May 2025.

The principal activities of the group during the year were those of work place design and consultancy, fitting out offices and retailing office furniture.

Trading conditions in the early part of the year were not as favourable as in previous years, the results for the year reflect this. The second part of the year has seen better trading conditions, with a good pipe line of won projects that will give a strong start to the year ending 31 May 2026. Despite the reduced performance the directors are pleased with the group’s year-end position.

Cash management remained a key focus with the group quick and current ratio both staying close to 1.2. Debtor days increased to 36 days which is in line with expectations, with May becoming the second highest billing month in the year. Creditors days remained high due to the timing of the year end suppliers payment run, which was paid in early June.

The group generated cash of £2.9m (2024: £9.1m) from operating activities during the year. The group has been repaid loans from group companies of £1m (2024: made loans of £3.9m), spent £1.5m (2024: £0.5m) on tangible and intangible fixed assets and paid dividends of £7.8m (2024: £6.2m) during the year and had cash at bank at the reporting date of £14.8m (2024: £19.7m).

The directors are satisfied with these results.

Our success and positive market reputation is built on our core business values of delighting clients, having a happy team and reaching our financial objectives. This has allowed us to further invest in the business during the year by attracting and retaining ‘best in class’ talent, and development of our business systems.

Operating and market risk

The group operates in a sector that is linked to the health of the wider economy. In particular, its performance depends predominantly on commercial property development in London and the South East. A slowdown in this activity would have an impact on the group. However, even in a suppressed property market the expansion and contraction of individual UK businesses creates potential opportunities for the group. The group's historic and future success has and will come from working to meet the goals and objectives of our clients. The group is constantly seeking to widen the number and range of new clients it works for to reduce its exposure to any one individual client or sector in the future.

Personnel risk

The group's continued success is dependent upon the skill and experience of its employees in maintaining existing clients, and winning and delivering key contracts. The group places great emphasis on the provision of support, training and welfare of its staff in order to maintain motivation, career satisfaction and loyalty.

Liquidity risk

The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. Cash flow is monitored at an individual project level. In the event that the operating cash flows would not cover all the financial obligations, this would be forecast and the group would arrange additional credit facilities.

Customer credit exposure

The group is at risk to the extent that a customer may be unable to pay the amounts owed to the group. This risk is managed by the policies and procedures in place both pre and post contract as well as the strong on-going customer relationships.

This statement sets out how the Group complies with the requirements of Section 172 Companies Act 2006, by considering the Group’s purpose and values together with its strategic priorities. The Group has a detailed process in place for decision making by the Board.

The Directors delegate authority for all day-to-day management of the Group's affairs to the Management Team, they are committed to maintaining constructive dialogue with the directors and shareholders, engaging regularly to understand their perspectives and ensure these are considered during decision making.

The Directors' primary responsibility is to promote the long-term success of the Group by creating and delivering sustainable shareholder value as well as contributing to wider society. The directors, along with key personnel, annually review the budget and monitor the implementation throughout the year using detailed reports on operating and financial performance. There are considerations to external factors such as the economic, political and market conditions. They take the reputation of the Group seriously which is not limited to operating and financial performance and have committed to diversity and inclusivity across its workforce.

Impact Report

The group has prepared an Impact Report that covers various aspects of the group's business including key figures in the group's people and main initiatives, its impact on the planet and steps to minimise that impact, corporate governance and how the group support and work with communities and charitable organisations. The complete Impact Report will be made available on the group’s website in due course.

The group reviews a range of financial and non-financial KPI on a regular basis covering the whole customer lifecycle: from activity based around business development, sales, design, programme management, through to client feedback gained through both delivery stage and post occupancy surveys. Real time information on project level cash flow and profitability is monitored constantly against pre-determined benchmarks to allow management the tools required to manage the business effectively and deliver substantial shareholder value.

Team members are reviewed quarterly against measures for aptitude as well as attitude, as determined by line managers. These measures have been designed to support the core values of the group.

The Group has successfully been recertified to ISO 14001: 2015, ISO 50001:2018, ISO 9001: 2015 and ISO 45001: 2018 standards.

ISO 14001: The group applies ISO 14001 to manage our environmental responsibilities across all projects and operations systematically. This standard enables us to reduce our environmental impact, comply with regulations, and continually improve our sustainability performance.

ISO 50001: This standard supports the group’s approach to managing and improving energy performance through a structured energy management system. It enables us to increase energy efficiency, lower costs, and reduce greenhouse gas emissions as part of our environmental commitments.

ISO 9001: Accross the group, ISO 9001 supports our commitment to delivering high-quality projects that meet client expectations and drive satisfaction. It promotes a process-based approach, continuous improvement, and strong leadership throughout our operations.

ISO 45001: The group uses ISO 45001 to maintain a safe and healthy working environment across all our sites. This standard helps us prevent work-related injuries and illnesses through a robust occupational health and safety management system.

The group recognises its duties under the Health and Safety at Work Act 1974 and its stated policy of providing safe conditions of work for all employees, self-employed individuals and subcontractors.

The directors would like to thank all members of the Vensyn Group Limited team for their hard work, loyalty, dedication and energy during 2024-25.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 May 2025.

The principal activities of the company and group during the year were those of work place design and consultancy, fitting out offices and retailing office furniture.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The results for the year are set out on page 12.

Ordinary dividends were declared amounting to £10,323,099 (2024: £5,934,405). £7,353,099 (2024: £5,934,405) of these dividends were paid in cash and £2,970,000 (£2024: £Nil) were offset against loans to the parent company. Further interim dividends of £1,915,670 (2024: £Nil) have been paid after the year end.

Our investment in our bespoke business software allows the management team to constantly monitor the debtors and creditors to ensure that payment terms are adhered to. Dun and Bradstreet Credit reports are carried out on all potential clients to reduce the risk of bad debts. Major projects are undertaken through JCT (industry standard) contracts with fixed payment terms or regular valuations. Accrued and deferred income within the final accounts will be related to these signed contract terms and conditions. Creditors provisions in the year end accounts also reflect the cost of sales against the accrued income from JCT contracts.

Engagement with suppliers and customers

We pride ourselves with having strong supplier relationships which allows us to price competitively and also enables the group to agree supplier payment terms in line with client payment terms, so cashflow risk is mitigated. Our Supplier Code of Conduct reflects the company's ongoing focus on delivering operational resilience and meeting our Environmental, Social and Governance objectives, as well as improving performance throughout the supply chain

Delighting customers is one of our main business values. Client satisfaction and retention are key factors of our success and positive market reputation. This is achieved through building close relationship with clients from the very beginning of the project, where client needs and requirements are put at the very centre of our solution.

Increased levels of inflation

The group's projects typically run for 3 to 4 months which significantly reduces the entity's exposure to the risks associated with inflation. Normally on projects procurement is done at the beginning of the work, which mitigates further the inflation risk.

Although we still expect healthy competition in 2025-26 we are optimistic about the market. As a result of the continued inward investment, focus on our clients’ business outcomes, staff retention and attraction of best talent we believe the business is well placed for another successful trading year.

We have a very clear, 5 year strategic plan for the group, which will guide and drive the business growth. This will be achieved through expansion of our ever growing, loyal client base as well as other innovative business activities.

The directors are responsible for preparing the Annual Report 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 group and company, 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

As far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The group remains profitable. The directors are confident, following a review of the group's cash flow projections over the next twelve months that the group has sufficient resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the group's financial statements.

The information and data results provided below have been produced in a format which meet the mandatory requirements for Streamlined Energy and Carbon Reporting (SECR). Under the Companies (Directors’ report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 we are required to disclose our UK energy use and associated greenhouse gas (GHG) emissions. Specifically, we are required to report these GHG emissions relating to natural gas, electricity and transport fuel, as well as an intensification ratio under the regulations.

Methodology

This report has been compiled in accordance with the requirements set out in the HM Government document – Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 and utilising the UK Government GHG conversion factors for company reporting, June 2025.

The above was in conjunction to the ESOS methodology (Energy Savings Opportunity Scheme version 7, February 2021). To assume that we achieve and deliver effective emissions control and management, we are utilizing recognized and robust methods. Accordingly, whilst no prescribed methodology is detailed in the regulations, we collect our data sets annually, and measure and calculate our carbon footprint using the relevant conversion factors issued by the Green House Gas Protocol

The Streamlined Energy and Carbon Reporting included in this report covers the year ended 31 May 2025.

Results

Energy efficiency measures

We remain steadfast in our commitment to reducing energy consumption and enhancing energy efficiency across the group wherever feasible. We recognise that climate change is a global threat, and in response, we have implemented a climate risk matrix to evaluate its impact on our business and all stakeholders.

Acknowledging our responsibility and accountability in reducing greenhouse gas emissions within our operations and community, we have introduced an energy management system. This system, successfully accredited to ISO 50001 stages 1 and 2, monitors and reduces our energy emissions.

In addition, our commitment to decarbonising our operations aligns with our mission to be a socially responsible and purpose-driven business. To further this commitment, we have established a dedicated Sustainability department tasked with creating an ESG strategy to identify and achieve key objectives. To lead these efforts, we have appointed a Head of Sustainability and Environmental and a Sustainability Manager. They will continue to drive our internal strategy and support our project teams and clients in their sustainability processes, and report directly to the group’s directors.

This year, we have had significant changes to energy usage due to our office move in Guildford. Changes to suppliers and fuel mixes across sites significantly increased emissions from market-based Electricity over this reporting period.

Examples of the projects and initiatives undertaken by the group are:

Supply Chain Partners:

All our supply chain partners undergo a rigorous vetting process to ensure full compliance with health and safety standards, corporate governance, and social and environmental responsibility. This compliance is verified through relevant documentation and a pre-qualification questionnaire. The questionnaire undergoes several approval stages, starting with Health & Safety, followed by Commercial and Procurement, Sustainability, Finance, and finally, the group’s COO signs off all new supply chain partners. Additionally, where practically possible, we influence our procurement choices for our clients to provide value for money, reduce the consumption of primary resources, utilize materials with lower environmental impact, and align our clients' goals with ours.

Training:

We ensure our teams have access to sustainability education from both internal and external sources, enabling them to lead their projects through the sustainability process for the entire project lifecycle. This includes trainings in certifications such as BREEAM, SKA, Fitwel, WELL and Energy Performance. Our goal is to integrate sustainability into our DNA, making it a default aspect of our design process.

Sustainable Material Library:

We regularly introduce sustainable products into our libraries and educate our teams on the benefits of future-thinking products, techniques, and technologies. This approach aims to create a robust resource for sustainable materials.

Technology:

We utilize 3D laser scan technology to promote forward-thinking, validate information, efficiency, and sustainability practices across the business. This technology helps reduce material waste and maximize space utilization and time.

We have audited the financial statements of Vensyn Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 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 state of the group's and the parent company's affairs as at 31 May 2025 and of the group's profit for the year then ended;

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

• 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 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 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 strategic report or the directors' report.

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.

As explained more fully in the directors' responsibilities statement set out on page 5, 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 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.

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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.

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 for no purpose other than to draw to the attention of the company’s members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company’s members as a body, for our work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £7,331,343 (2024 - £8,909,652 profit).

Vensyn Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Bickenhall Mansions, Bickenhall Street, London, W1U 6BP.

The group consists of Vensyn Group Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred 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 and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated financial statements incorporate those of Vensyn Group Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. Subsidiaries that are disposed of during the year are incorporated until the date that control passes.

All financial statements are made up for a year to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for using the equity method.

The group remains profitable. The directors are confident, following a review of the group's cash flow projections over the next twelve months that the group has sufficient resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the group's financial statements.

Turnover represents the total invoice value, excluding value added tax, of sales made during the year and derives from the provision of goods and services falling within the company's ordinary activities.

In respect of services where a project has only been partially completed at the reporting date, turnover represents the value of those services provided to date based on the proportion of the total expected consideration at completion. Where amounts are invoiced in advance of services provided, such amounts are recorded as deferred income. Similarly, where services are invoiced in arrears, such amounts are recorded as accrued income and included within debtors falling due within one year.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Retentions are invoiced in two stages, 50% at the time of practical completion of the project and 50% at the end of the defect period. However, income from Retentions is recognised based on the stage of completion of works completed.

Revenue from contracts for the provision of professional services are only recognised when invoiced.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

Goodwill is reviewed for impairment at the end of the first financial year following each acquisition and subsequently as and when necessary if circumstances emerge that indicate that the carrying value may not be recoverable.

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same year unless the director is satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period from which the company is expected to benefit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

At each reporting period end 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Stocks are included in the statement of financial position at the lower of costs and net realisable value.

Work in progress is valued at the lower of cost and net realisable value.

Long term contracts are assessed on a contract by contract basis and reflected in the income statement by recording turnover and related costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract, and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty. The amount by which turnover exceeds payments on account is classified as accrued income and included in debtors; to the extent that payments on account exceed relevant turnover and work in progress balances, the excess is included as deferred income. The amount of work in progress, at cost net of amounts transferred to cost of sales, less provision for foreseeable losses and payments on account not matched with turnover, is included within stocks.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the income statement. Reversals of impairment losses are also recognised in the income statement.

Cash at bank and in hand are basic financial assets measured at fair value at the reporting date and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is 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.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and development tax credits

The group has made claims for tax credits for Research and Development work undertaken. These claims may be subject to HM Revenue and Customs review. The group does not recognise the tax credits as income until they are received.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense in the period to which they relate.

The group operates an unapproved option scheme which allows employees to acquire shares in certain subsidiary companies. The grant date fair value of share-based payment awards granted is recognised as an employee expense with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the options granted is measured using an option pricing model, taking into account the terms and conditions upon which the options were granted. The fair value will be charged as an expense in the income statement over the vesting period and the charge is adjusted each year to reflect the expected and actual level of vesting.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The estimation techniques used for revenue and profit recognition in respect of construction contracts require forecasts to be made of the outcome of long-term contracts which require assessments and judgements to be made on the recovery of pre-contract costs, changes in the scope of work, contract programmes, maintenance and defects liabilities, changes in costs and stages of completion.

The recoverability of trade and other receivables is regularly reviewed in the light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable.

Provisions are liabilities of uncertain timing or amount and therefore in making a reliable estimate of the amount and timing of liabilities judgement is applied and re-evaluated at each reporting date.

The total amount to be expensed is determined by reference to the fair value of the options granted. In arriving at the charge for the period, assumptions are made on the number of options likely to be exercised and the market value of the company.

In determining the value in use of capitalised software assets, management has made critical judgements regarding the expected future economic benefits derived from the software. These judgements include:

• Forecast Period and Cash Flow Projections: Management has estimated the future cash flows expected to be generated by the software over a defined useful life, based on budgets and forecasts. These forecasts include assumptions about expected revenue growth, cost savings, and efficiencies attributable to the software.

• Discount Rate: A judgement has been made in selecting an appropriate discount rate that reflects the time value of money and the risks specific to the software’s use.

• Useful Economic Life: The software’s useful life has been determined based on the expected period of use, taking into account technological obsolescence, historical usage patterns, and anticipated upgrades or replacements.

• Ongoing Economic Benefit: Management has assessed the continued relevance and applicability of the software within the business’s operations. This includes evaluating whether the software will continue to provide competitive or operational advantages.

Impairment of non-financial assets

Where there are indicators of impairment of individual assets, the group performs impairment tests based on fair value less costs to sell or a value in use calculation.

The total turnover of the group for the period has been derived from its principal activity.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Further interim dividends of £1,915,670 (2024 - £Nil) have been paid after the year end.

The group began funding the development of bespoke software during the year ended 31 May 2024, initially capitalising the cost as plant and equipment. Further investment was made in the current year and the total cost is now classified as Software in intangible fixed assets. To amend the previous year classification, £306,289 has been transferred from plant and equipment to intangible fixed assets.

No depreciation or amortisation has been charged as at 31 May 2025 as the asset has not yet been brought into use.

Details of the company's subsidiaries at 31 May 2025 are as follows:

All of the subsidiaries' registered offices are at 1 Bickenhall Mansions, Bickenhall Street, London W1U 6BP.

The above financial assets are measured at amortised cost.

The above financial liabilities are measured at amortised cost.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

One of the group companies has not recognised a deferred tax asset in respect of short term timing differences of £Nil (2024: £28,869) it is not certain when the reversal of the timing differences will occur.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

A group company has contracted to sell currency of €150,000 for £125,324 between 12 June 2025 and 20 June 2025.

The group has a commitment to complete its bespoke operating software and the expected additional expenditure in respect of that project is £302,000.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The 1,006,921 Ordinary shares of £0.0001 each and the 58,869 A shares of £0.0001 each rank pari passu in all respects, except that the holders of the A Shares of £0.0001 each are not entitled to vote at General Meetings.

Certain employees of the Group's subsidary companies, Oktra Limited and Oktra South Limited (formerly Oktra Regions Limited), have been granted unapproved options over shares in those companies as follows: -

The 750 options outstanding at 31 May 2025 are over Oktra Limited's ordinary shares, these options have an exercise price of £0.10.

An employee who had received options under the 8 October 2019 grant ceased employment and their options lapsed.

30,928 of the options outstanding at 1 June 2023 were over Oktra South Limited's ordinary shares. The individuals who had been granted the options ceased employment in the prior year and their options lapsed.

The 375 options issued on 8 October 2019 have a remaining contract life of 4 years and 4 months.

The 125 options issued on 10 December 2020 have a remaining contract life of 5 years and 6 months.

The 125 options issued on 10 June 2021 have a remaining contract life of 6 years.

The 125 options issued on 16 December 2024 have a remaining contract life of 9 years and 6 months

The options are subject to a number of vesting conditions and are exercisable between the date of the grant and the end of the exercise period. The options become exercisable following any of the following triggers:

• Admission (i.e. the first occasion on which ordinary shares in the capital of the company are admitted to the Official List of the UK Listing Authority or to trading on AIM or permission is given for them to be traded on any other share market approved for this purpose by the holders of a majority of the ordinary share capital);

• An asset sale;

• A company sale; and

• Any other circumstances at the discretion of the parent company.

Grant of share options

A group company issued share options to certain of its employees on 16 December 2024.

The fair value of the options granted to the employees in December 2024 were calculated using the Black-Scholes pricing model which gave a fair value of £227.81 per option. The total charge for the options based on the fair value calculated by the pricing model was £28,476. The amount is not significant and has not been provided.

Key management personnel are directors of the company and subsidiaries and members of the leadership team and have authority and responsibility for planning, directing and controlling the activities of the group and are considered to be key management personnel. The total remuneration of key management personnel is as follows.

Company

The company received dividends of £7,336,987 (2024: £8,927,608) from subsidiary companies during the year.

The company recharged management expenses of £1,500,000 (2024: £1,435,000) to its subsidiary companies during the year.

The company was charged management fees and recharged expenses of £600,000 (2024: £600,000) by its parent company during the year.

At the year end the company was owed £119,645 (2024: £200,179) in aggregate by its subsidiaries and was owed £Nil (2024: £2,910,000) by its parent company. The loan was repaid by dividends from the company to its parent, that were paid other than by cash.

The company recharged management expenses of £5,000 (2024: £Nil) to Affinity Flooring Limited, a company under common control.

The company recharged management expenses of £5,000 (2024: £Nil) to Affinity Construction Limited, a company under common control.

The company recharged management expenses of £57,193 (2024: £Nil) to WAGM Limited, a company controlled by two of the company's directors.

Group

The group’s ultimate parent company is I45 Limited.

During the year, in addition to the company transactions above, the group was repaid loans of £1,000,000 by (2024: made loans of £1,000,000 to) I45 Limited. At the year end, the group was owed £Nil (2024: £1,000,000) by I45 Limited. Interest of £25,405 (2024: £8,726) has been charged on the loan.

Other related parties

During the year, as shareholders of the company, the directors and their close family were credited with dividends of £1,896,353 (2024: £2,514,107).

At the year end, the group had loaned £Nil (2024: £30,000) to Affinity Flooring Limited, a company under common control.

The group and Affinity Reach Limited are under common control. During the year, the group made sales of £Nil (2024: £7,508) to Affinity Reach Limited. At the year end the group was owed £145,721 (2024: £2,715 owed to) by Affinity Reach Limited.

At the year end the group was owed £1,839 (2024: £Nil) by Affinity Construction Limited, a company under common control.

Pryor Wood Developments Limited is controlled by a director of the company. During the year, the group purchased services of £4,000 (2024: £16,942) from Pryor Wood Developments Limited.

Alexander Groom Fine Art Limited is controlled by a close family member of a director of the company. During the year, the group made purchases of £29,925 (2024: £Nil) from Alexander Groom Fine Art Limited. At the year end the group owed £4,800 (2024: £Nil) to Alexander Groom Fine Art Limited.

The immediate and ultimate parent company is I45 Limited, whose consolidated financial statements include this group's results.

Mr G Andrew is the ultimate controlling party.