Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Lysander Group Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

R May

T J Roles

Mrs D L May

Mrs M Roles

REGISTERED OFFICE:

Greenways Studios

Lower Eashing

Godalming

Surrey

GU7 2QF

REGISTERED NUMBER:

14116146 (England and Wales)

AUDITORS:

Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The company acquired the entire shareholding of Lysander Associates Limited during the year and the details of the acquisition are set out in note 18 to the financial statements. Lysander Associates Limited is itself an intermediate parent company.

The Group operates from offices in UK and EU markets with client/project specific work undertaken across wider

EMEA region when requested. This is not expected to change in the near future.

We are pleased to report that the Group has delivered strong results for the 2024 financial year. These results show

a further consecutive year of growth for the Group in accordance with the business plan. These results have been

achieved despite macroeconomic challenges within several of the operating locations.

The Group turnover for the period ended 31 December 2024 is £16.2m with pre-tax profits of £2.9m.

At 31 December 2024 the Group had net assets of £3.2m. As a result, the Group is in a strong

position going forward.

Significant investment has been made by the Group to establish its European presence since 2020. This has been

funded from retained profits. In accordance with the strategic plan, it is not envisaged that any significant additional

investment will be required in these subsidiaries after 31 December 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk facing the Group continues to be fluctuations in the construction and property markets and general

economic conditions within individual operating countries.

The Group mitigates these risks through its strong relationships with existing clients, the investment in geographical

coverage across Europe and the strategic growth in the data centre market.

During 2024, the Group has been engaged on multiple frameworks with significant future opportunity in all

geographical operating locations. These agreements remain within the Group’s primary markets of Industrial &

Logistics, commercial real estate and data centres.

KEY PERFORMANCE INDICATORS

The performance of the Group is measured by the directors through a series of key performance indicators. The

principal measures used to assess performance are operating profit and revenue.

Group revenue achieved in the period was £16.2m and operating profit achieved was £2.9m.

The Group continue to monitor all key liquidity and margin ratios to ensure performance levels maintained.

ON BEHALF OF THE BOARD:

R May - Director

9 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

COMMENCEMENT OF TRADING

During the year the company acquired 100% of the share capital of Lysander Associates Limited.

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of 150.80 per share.

The total distribution of dividends for the year ended 31 December 2024 will be £ 603,200 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R May

T J Roles

Other changes in directors holding office are as follows:

Mrs D L May - appointed 31 July 2024

Mrs M Roles - appointed 31 July 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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 group's auditors are aware of that information.

AUDITORS

The auditors, Williams & Co Epsom LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R May - Director

9 September 2025

Opinion

We have audited the financial statements of Lysander Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

The Group has an intermediate UK parent company, Lysander Associates Limited, on which a full audit has also been conducted in accordance with the UK audit threshold rules in place. This Group also has five subsidiary companies in Europe where local rules do not require these companies to be subject to statutory audit albeit one of these subsidiaries has had an audit. We have therefore carried out some sample checking within these accounts as well as a review of these accounts have been prepared and subsequently included these Group accounts.

All european subsidiaries prepare statutory accounts in accordance as required by the ruling laws of their countries but these accounts have not been subject to full UK audit.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtain and update our understanding of the entity, its activities, its control environment, and likely future

developments, including in relation to the legal and regulatory framework applicable and how the entity is complying

with that framework. Based on this understanding, we 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. This includes

consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed

procedures which included:

· Enquiry of management and those charged with governance around actual and potential litigation and

claims as well as actual, suspected and alleged fraud;

· Reviewing minutes of meetings of those charged with governance;

· Assessing the extent of compliance with the laws and regulations considered to have a direct material

effect on the financial statements or the operations of the entity through enquiry and inspection;

· Reviewing financial statement disclosures and testing to supporting documentation to assess compliance

with applicable laws and regulations;

· Performing audit work over the risk of management bias and override of controls, including testing of

journal entries and other adjustments for appropriateness, evaluating the business rationale of significant

transactions outside the normal course of business and reviewing accounting estimates for indicators of

potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk

increases the more that compliance with a law or regulation is removed from the events and transactions reflected

in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Smith (Senior Statutory Auditor)

for and on behalf of Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

9 September 2025

TURNOVER

3

16,240,873

-

Cost of sales

8,175,153

-

GROSS PROFIT

8,065,720

-

Administrative expenses

5,120,119

-

2,945,601

-

Other operating income

43,997

-

OPERATING PROFIT

5

2,989,598

-

Interest receivable and similar income

13,677

-

3,003,275

-

Interest payable and similar expenses

6

28,459

-

PROFIT BEFORE TAXATION

2,974,816

-

Tax on profit

7

695,968

-

PROFIT FOR THE FINANCIAL YEAR

2,278,848

-

Profit attributable to:

Owners of the parent

2,278,848

-

PROFIT FOR THE YEAR

2,278,848

-

OTHER COMPREHENSIVE INCOME

Currency translation

(57,238

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(57,238

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,221,610

-

Total comprehensive income attributable to:

Owners of the parent

2,221,610

-

FIXED ASSETS

Intangible assets

10

3,513

-

Tangible assets

11

300,763

-

Investments

12

-

-

304,276

-

CURRENT ASSETS

Stocks

13

993

-

Debtors

14

4,038,996

1,000

Cash at bank

3,775,229

-

7,815,218

1,000

CREDITORS

Amounts falling due within one year

15

4,531,558

-

NET CURRENT ASSETS

3,283,660

1,000

TOTAL ASSETS LESS CURRENT LIABILITIES

3,587,936

1,000

CREDITORS

Amounts falling due after more than one year

16

(362,101

)

-

PROVISIONS FOR LIABILITIES

18

(38,592

)

-

NET ASSETS

3,187,243

1,000

CAPITAL AND RESERVES

Called up share capital

19

4,000

1,000

Other reserves

20

42,320

-

Currency reserves

20

(31,829

)

-

Retained earnings

20

3,172,752

-

SHAREHOLDERS' FUNDS

3,187,243

1,000

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2025 and were signed on its behalf by:

R May - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

6,390,940

-

6,390,940

-

CURRENT ASSETS

Debtors

14

1,000

1,000

CREDITORS

Amounts falling due within one year

15

15,940

-

NET CURRENT (LIABILITIES)/ASSETS

(14,940

)

1,000

TOTAL ASSETS LESS CURRENT LIABILITIES

6,376,000

1,000

CAPITAL AND RESERVES

Called up share capital

19

4,000

1,000

Share premium

6,372,000

-

SHAREHOLDERS' FUNDS

6,376,000

1,000

Company's profit for the financial year

603,200

-

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 9 September 2025 and were signed on its behalf by:

R May - Director

Called up

share

Retained

Other

Currency

Total

capital

earnings

reserves

reserves

equity

£

£

£

£

£

Changes in equity

Profit for the year

-

-

-

-

-

Issue of share capital

1,000

-

-

-

1,000

Balance at 31 December 2023

1,000

-

-

-

1,000

Changes in equity

Profit for the year

-

2,278,848

-

-

2,278,848

Acquired from subsidiaries

-

1,639,686

147,117

(31,829

)

1,754,974

Total comprehensive income

-

3,918,534

147,117

(31,829

)

4,033,822

Increase in share capital

3,000

-

-

-

3,000

Dividends

-

(603,200

)

-

-

(603,200

)

Other transfer

-

(142,582

)

(104,797

)

-

(247,379

)

Balance at 31 December 2024

4,000

3,172,752

42,320

(31,829

)

3,187,243

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

-

1,000

Balance at 31 December 2023

1,000

-

-

1,000

Changes in equity

Issue of share capital

3,000

-

6,372,000

6,375,000

Dividends

-

(603,200

)

-

(603,200

)

Total comprehensive income

-

603,200

-

603,200

Balance at 31 December 2024

4,000

-

6,372,000

6,376,000

Cash flows from operating activities

Cash generated from operations

1

2,583,538

(1,000

)

Interest paid

(28,459

)

-

Tax paid

(83,313

)

-

Net cash from operating activities

2,471,766

(1,000

)

Cash flows from investing activities

Purchase of tangible fixed assets

(70,577

)

-

Sale of tangible fixed assets

63,197

-

Cash acquired from subsidiaries

1,533,244

-

Interest received

13,677

-

Net cash from investing activities

1,539,541

-

Cash flows from financing activities

New loans in year

799,379

-

Capital repayments in year

(435,257

)

-

Share issue

3,000

1,000

Equity dividends paid

(603,200

)

-

Net cash from financing activities

(236,078

)

1,000

Increase in cash and cash equivalents

3,775,229

-

Cash and cash equivalents at beginning of year

2

-

-

Cash and cash equivalents at end of year

2

3,775,229

-

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

2,974,816

-

Depreciation charges

140,477

-

Loss on disposal of fixed assets

31,661

-

Finance costs

28,459

-

Finance income

(13,677

)

-

3,161,736

-

Increase in stocks

(993

)

-

Increase in trade and other debtors

(4,038,994

)

(1,000

)

Increase in trade and other creditors

3,461,789

-

Cash generated from operations

2,583,538

(1,000

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,775,229

-

Year ended 31 December 2023

31.12.23

1.1.23

£

£

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

-

3,775,229

3,775,229

-

3,775,229

3,775,229

Debt

Debts falling due within 1 year

-

(437,278

)

(437,278

)

Debts falling due after 1 year

-

(362,101

)

(362,101

)

-

(799,379

)

(799,379

)

Total

-

2,975,850

2,975,850

1.	STATUTORY INFORMATION

Lysander Group 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 General 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 sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting

policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent

of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The company has therefore taken advantage of exemptions from the following disclosure requirements for

parent company information presented within the consolidated financial statements:

· Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and

disclosures;

· Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest

income/expense and net gains/losses for financial instruments not measured at fair value; basis of

determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair

value changes recognised in profit or loss and in other comprehensive income; and

· Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company

Lysander Group Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until

the date that control ceases

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised where the revision affects only that

period, or in the period of the revision and future periods where the revision affects both current and future

periods.

The directors consider there to be no key judgements that are material to the group or company.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company'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, in the period of the revision and future periods where the revision affects both current and future periods.

The directors consider there to be no key judgements that are material to the group.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of

consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is

the present value of the future receipts. The difference between the fair value of the consideration and the

nominal amount received is recognised as interest income.

Revenue from services provided is recognised on a straight line basis over the term of the contracted period,

or where the service has been provided to the client and no further material obligations remain.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of nil years.

Intangible assets acquired on business combinations are recognised separately from goodwill at the

acquisition date where it is probable that the expected future economic benefits that are attributable to the

asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives

on the following bases:

Software 20% straight line

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

at varying rates on cost

Motor vehicles

-

20% on cost