The directors present the strategic report for the year ended 31 December 2024.

The activity of the company throughout the financial year was that of an engineering and project management consultancy service provider. The company is a part of Koninklijke Haskoning Groep BV trading as Haskoning. Haskoning, with its headquarters in Amersfoort, the Netherlands, is one of Europe's leading project management, engineering and consultancy service providers.

Haskoning is international, employee-owned consulting engineering company since 1881. Our consultants and engineers provide clients with sustainable and future-ready solutions for the built and natural environment – enabling clients to thrive and communities to flourish.

We are dedicated to solving complex client challenges while making a positive impact with our deep domain knowledge and our independent, integrated, and people centric approach.

Haskoning is a consulting engineering company for the natural and built environment. We operate in the United Kingdom and internationally across our Global Leading Markets (GLMs). We are active in many countries across the world.

As an international consulting engineering firm, we guide organisations in their journey towards sustainable development by creating a positive impact that enhances society as a whole. We take a multidisciplinary approach to complex challenges, connecting the digital and physical world. We provide consultancy, design, and engineering, managing programmes and projects across the life cycle of organisations assets. Additionally, we develop technology and digital solutions for these assets.

We address these challenges by combining our deep domain knowledge and digital capabilities to develop the best solution in collaboration with our clients and partners. We do this with the goal of Enhancing Society Together. We aim to work on projects that have the biggest positive impact on the environment and society. We tailor our individual project approach or solution to increase positive effects and limit negative effects on environment and society.

Our people are our most significant asset. We rely on the knowledge, capabilities, and skills of our colleagues. We build diverse teams which bring a wider range of ideas and experience to deliver superior results. Our staff base includes colleagues who are male, female, and other gender identities. Our digital solutions and technology support our clients and project execution.

During 2024, our operations were organised across the following business lines:

• Industry & Buildings

• Mobility & Infrastructure

• Water & Maritime

• Digital

On 1 January 2025, the Business Line Digital merged into other business lines and corporate groups.

Within our business we have defined nine Global Leading Markets (GLMs). These GLMs refer to markets for which we are globally recognised and hold leading positions. In these markets, we are renowned for our expertise, have a proven strong financial performance and we foresee an attractive growth potential in serveral geographies.

For the year 2024 turnover grew by 28% to £85.5m (2023: £66.7m) and we achieved an operating profit of £5.1m (2023: £2.7m) and profit after tax of £4.4m (2023: £2.3m).

Looking at each of our business lines:

Business Line Industry & Buildings (I&B) has implemented it’s plan during the year of developing into target global leading markets of light industry and data centres through two specialist and dedicated multidisciplinary design and engineering teams. Both teams have experienced sustainably profitable performance allowing improved integration into our global teams. This successful integration has led to re-alignment of resources with the data centre team being restructured into the I&B MCF Business Units now Netherlands and UK advisory group from the end of 2024 with the light industry team remaining in the Multinationals Business Unit design and engineering UK advisory group.

The planned expansion of our value proposition for our light industry market clients through expansion of capability into the front end business case consultancy and back end asset management services has been enhanced by adoption of the former Business Line Digital advisory groups of Simulation and Digital Twin into I&B. This directly and beneficially impacts I&B in the UK with both former Business Line Digital advisory groups having significant resource presence in the UK. An improved approach to expanding our key global accounts which are predominantly managed through Netherlands based colleagues into the UK is also starting to take effect and should lead to expansion of the UK operations and revenue into the light industry market.

The I&B UK data centre team is now concentrating on resourcing assigned global projects offering specialist knowledge to a range of clients both in new construction and brownfield redevelopment sites. The plan is to carry on having this team input to global projects with no short term effort in securing UK based workload.

Business Line Water & Maritime (W&M) had a very good year 2024. Revenue and Sales have been outperforming the budget, which has been set at a challenging level from the start of the year, following the excellent results of 2023. Still, the BL managed to reach beyond that stretched target, which is a great achievement. The EBITA of 6.9M GBP was 13% higher than budget arriving at an overall EBITA margin of 13.6% on Net Revenue.

A large share in the turnover was provided by our Maritime UK business, which had a very good year throughout. The focus on Shipyards and Defence has created successes in terms of continued work on large assignments, significant new wins as well as return clients that are seeking specifically for our expertise in this field, together with our niche specialist team of First Marine International. Our major client in the UK is Babcock, who we support on multiple assignments in Devonport. More than before we also cross-sell services that our I&B team is working on, a great success. We are active in more and more naval defence projects throughout the UK and will continue to expand also together with our new acquisition Arch Henderson in Scotland.

Major shipyard developments in the Middle East have contributed heavily to the good performance of both the Maritime UK and FMI teams and new work orders are expected to come in taking our workload for these projects well into 2025.

Our other focus area in 2024 was Offshore Wind. The team of Environment Resilience and Renewables had a good year with more successes for supporting the planning and consenting stages of large offshore wind farm projects. A connection to Maritime UK has been strengthened through the creation of a new Sector Offshore Wind Ports, that is gaining traction to advise governments, ports and wind farm developers on their construction, assembly, transport and installation requirements related to logistic hubs.

Business Line Mobility & Infrastructure (M&I) As of January 2024, we have merged the advisory group M&I UK with ITP (acquired in previous years) into a single advisory group, Integrated Transport Planning. It took some time for the group to establish a unified way of working in the new roles. In the UK sustainable mobility market, we faced challenges as our public clients have ambitions but struggled with funding. Internationally, we encountered difficulties in executing projects for IFI clients due to significant staff changes, leading to considerable project losses.

In the meantime, we have reset our national and international market strategy and reshaped our internal organisation to secure new work. Collaboration with other groups on international projects is increasing. Nationally, we are focusing on niche markets in sustainable mobility and collaborating with other business lines on transport planning, including ports and renewable energy. This aligns with our Stronger25 strategy and contributes to Enhancing Society Together. To grow profitability, we will continue to follow our strategy, focusing on boosting sales and achieving operational excellence, both technically and financially.

In its role as a multidisciplinary consulting firm, the company undertakes projects for a number of clients in both private and public sectors worldwide. This diversification limits the impact on the company from poor results if there are adverse conditions in one or more parts of the market.

The company has in place internal controls and procedures that seek to limit any adverse effects on the financial performance of the company by regular monitoring and compliance.

Credit risk

To minimise credit risk the company has policies that require appropriate credit checks on potential new customers before contracts are signed.

Liquidity risk

Liquidity risk is regularly assessed by forecasting, good credit control and a mixture of funding to ensure the company has sufficient available funds for operations.

Currency risk

To mitigate the effect of currency exposure the company regularly reviews, and where appropriate takes out, forward foreign currency contracts.

Operational risk

Operational risk is mitigated by risk assessment, risk decision making, and implementation of risk controls, which results in acceptance, mitigation, or avoidance of risk. This is subject to regular review, communication and reporting across the organization as part of our normal management process.

Reputational risk

We regularly review our policies and procedures for safeguarding against reputational risk. This is an evolutionary process which takes account of relevant developments, industry guidance, best practice and societal expectations.

We have always aspired to the highest standards of conduct and, as a matter of routine, take account of reputational risks to our business. Reputational risks can arise from a wide variety of causes. Our good reputation depends not only upon the way in which we conduct our business, but also by the way in which clients, to whom we provide consultancy services, and our suppliers conduct themselves.

The directors have considered the requirements of section 172(1) of the Companies Act 2006. It is a core duty of the directors to promote the success of the company. The directors have considered the main issues and stakeholders when making significant decisions and acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as whole in the decisions taken during the year ended 31 December 2024.

It is the company’s policy to manage and operate worldwide business activities in line with applicable laws and regulations as well as with the highest ethical standards. Our commitment to responsible behaviour and integrity is an integral part of our culture, rooted in our vision, our brand promise “Enhancing Society Together” and our core values. A fundamental part of our brand promise is how we behave and the principles that guide our decisions. This is communicated through our Global Code of Business Principles which, together with our Integrity Management System and Compliance Programme, defines what we stand for.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The company has overseas branch registrations in Canada, Qatar, and Oman.

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

Ordinary dividends were paid amounting to £6,100,000. The directors do not recommend payment of a further dividend.

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

As at the date of this report, indemnities that are ‘qualifying third party indemnity provisions’ for the purposes of the Companies Act 2006 are in force, under which the company has agreed to indemnify the directors, to the extent permitted by law, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as directors of the company or any of its subsidiaries. Such indemnities were also in force in respect of each person who was a director of the company at any time during the financial year ended 31 December 2024 and at the date of approval of these financial statements.

Our top priority is putting people first. Our values are the simplest statement of how we aspire to behave, and our People First value reflects this. We believe that people are our greatest asset, and we are committed to creating a work environment that is both inspiring and supportive.

Our commitment to decent behaviour and integrity is an integral part of our culture and core values; our ethical principles serve as our moral compass, guiding decisions and actions.

As a pioneering and leading engineering firm, we nurture talent and embrace diversity. We are committed to maintaining a professional, respectful and ethical workplace, where employees feel psychologically safe and can be their true selves. Our initiatives are designed to create an inclusive and equitable workplace, working collaboratively to achieve our goals. This environment allows our employees to succeed and thrive.

Contributions made by the company during the financial year for charitable purposes were £5,100 (2023: £5,580). The beneficiaries of these donations were local charities serving the communities in which the company operates or working in areas relevant to the company’s activities.

The company is mandated under SECR legislation to include energy consumption, emissions, intensity metrics and energy efficiency improvements implemented in its most recent financial year.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m revenue, the recommended ratio for the sector.

Haskoning is committed to year-on-year improvements in its operational energy efficiency. A register of energy efficiency measures has been compiled, with a view to implementing these measures in the next five years.

Office Moves

In September 2024, Haskoning relocated its Newcastle office to a Building Research Establishment Environmental Assessment Method (BREEAM) Excellent building with an EPC A rating, reducing Scope 2 emissions. The new office, near public transport, featured EV charging and in-house catering supporting sustainability. Surplus furniture was donated locally.

Sustainability Through All Office Moves

Haskoning prioritised sustainability in relocations, using local suppliers, reusing materials where possible, and sourcing sustainable furniture. Low-energy hand dryers replaced paper towels. Energy-efficient IT equipment was installed, reducing server equipment and cabling through a Wi-Fi-only network in Newcastle and Peterborough. The company has removed plotters and is also reducing Multifunction Devices (MFDs) to cut energy use. Public transport-friendly office locations helped minimise car use. Empty contractor vans returning from deliveries were utilised, and bulk purchasing reduced transport emissions. Suppliers were engaged to promote sustainability, including EV use and ecofriendly products.

Electric Vehicle (EV) Scheme

The company continued replacing vehicles with EVs, aiming for a fully EV fleet by 2029, cutting emissions by 17% annually. Plans were made to expand the EV scheme to all qualifying employees, and the Peterborough landlord was influenced to install more EV charging points.

Working From Home Support

Employees continued receiving furniture and IT equipment for home working, reducing commuting emissions and supporting well-being.

So 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 company’s auditor 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 company’s auditor is aware of that information.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

We have audited the financial statements of Haskoning UK Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

• the financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

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 company 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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Haskoning UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Westpoint, Peterborough Business Park, Lynch Wood, Peterborough, United Kingdom, PE2 6FZ.

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.

This 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:

• 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;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the company are consolidated in the financial statements of Koninklijke Haskoning Groep BV. These consolidated financial statements are available to the public.

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

Turnover comprises the fair value of the consideration received or receivable for the sale of services and, in respect of long-term contract work, the value attributable to the contract based on its stage of completion. Turnover is shown net of value added tax and discounts.     

Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Depreciation is provided on a straight-line basis so as to write off the cost of tangible fixed assets over their anticipated useful lives.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Fixed asset investments are stated at cost less provision for diminution in value. Cost represents the purchase price of the investment. Impairment reviews are performed by the directors when there has been an indication of potential impairment.

At each reporting period end date, the company 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Where the outcome of a long-term contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at each reporting date, as measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

The amount by which recorded turnover is in excess of payments on account is classified as accrued income and separately disclosed within debtors.

Where the outcome of a long-term contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Cash and cash equivalents are basic financial assets 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.

Following the adoption of FRS 102.22, financial instruments issued by the Company are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they meet the following two conditions:

a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and

b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost less any impairment losses in the case of trade debtors.

Financial instruments not considered to be Basic financial instruments (Other financial instruments)

Other financial instruments not meeting the definition of Basic Financial Instruments are recognised initially at fair value. Subsequent to initial recognition other financial instruments are measured at fair value with changes recognised in the profit and loss account.

Derivative financial instruments and hedging

Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the profit and loss account.

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 company 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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 company’s contractual obligations expire or are discharged or cancelled.

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 profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred tax asset is recognised as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted. Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on an undiscounted basis.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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.

Defined contribution plan and other long-term employee benefits

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the

period by applying the discount rate as determined at the beginning of the annual period to the net defined benefit liability (asset) taking account of changes arising as a result of contributions and benefit payments.

The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the currency of and having maturity dates approximating to the terms of the Company’s obligations. A valuation is performed annually by a qualified actuary using the projected unit credit method. The Company recognises net defined benefit plan assets to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan.

Changes in the net defined benefit liability arising from employee service rendered during the period, net interest on net defined benefit liability, and the cost of plan introductions, benefit changes, curtailments and settlements during the period are recognised in profit or loss.

Remeasurement of the net defined benefit liability/asset is recognised in other comprehensive income in the period in which it occurs.

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

Grants are accounted for under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the profit and loss account in the same period as the related expenditure.

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the exchange rate prevailing at that date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the profit and loss account.

Capitalised development costs

Capitalisation of an internally generated intangible fixed asset is allowed only if all the requirements are met. Costs for development, where knowledge is used to achieve new or improved products or processes, are recognised as an asset in the balance sheet only when the technical and commercial feasibility of the product or process has been established, adequate resources to complete development, leading to use the intangible asset it or sell it. It must also be possible to demonstrate how the asset will generate probable future economic benefits and to reliably measure expenditure attributable to the asset during its development. The carrying amount includes the costs of materials, direct employment costs and indirect costs that can be attributed to the asset in a reasonable and consistent manner. Other development expenditures are recognised as costs in the income statement as incurred.

Capitalised development expenditures are carried at cost less any accumulated amortisation and impairment losses. Development costs are amortised on a straight-line basis over their estimated future useful lives of 3 years. 

Expenditure costs for research aimed at obtaining new scientific or technical knowledge are expensed in the income statement when incurred.

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, 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.

Revenue is recognised based upon the stage of completion of the contract, based upon the overall value of the contract and the total expected costs of providing the services as described in the contract. The judgement as to when to recognise revenue and how much is therefore a key judgement and also includes key estimates as noted below.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Long term contract accounting: Revenues are derived from the provision of services under contracts which generally span more than one accounting period. Prior to a contract being tendered for detailed budgets are performed in order to estimate the likely costs of fulfilling the requirements of the contract. Depending upon the size of the contract, these are then approved by different levels of management. Progress against the approved budget is performed on a monthly basis, with regular internal control reviews and reporting made by the project managers to the finance department. These are utilised to ascertain the percentage of completion of the contract and also the costs to complete the contract. The costs to complete the contract and any likely claims to be made against the company under the contract (i.e. due to delays or service being below expectations) are therefore key estimates in relation to the recorded revenues and profits/losses of the contracts. An asset for reimbursement included in insurance contracts is only made where the Company has the right to reimbursement and the assets recognition criteria included in FRS 102 are met. The liability for the claim is measured based upon the best estimate of the likely costs to settle the obligation. If no reliable estimate can be made a contingent liability is recorded. Recoverability of the contract assets (including trade receivables) is performed regularly by both the project managers and the finance department as billing and payment terms are agreed within the contract. Provisions are made for any loss-making contracts (including any claims against the company) as soon as there is a reasonable expectation of these, and the amounts can be reliably valued. Provisions against contract assets and trade receivables are made where there is doubt regarding the ability of the counterparty to settle these amounts based upon the knowledge of the customer and the history of bad debts.

Actuarial assumptions: The company has a defined benefit pension scheme which has significant assets and liabilities in the context of the reported revenues and net assets of the company. The key assumption in arriving at the reported balance is the discount rate as a small movement in this could have a material impact on the overall reported net liability position. The discount rate is set by management after taking independent advice from a qualified actuary and it is based upon expected yields of bonds that have a similar expected timeframe as the pension scheme liabilities. This is reported on an annual basis and therefore changes in the year could have a material impact on the reported net liability position in both favourable and unfavourable ways.

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

Their aggregate remuneration comprised:

The pension costs relating to contributions made to the defined contribution scheme represent the contributions payable in the financial year. Pension contributions and associated costs payable during the financial year in respect of the defined contribution scheme amounted to £5,619,857 (2023: £4,191,319). There are no current service costs in respect of the defined benefit pension scheme as it was closed to future accrual in 2005.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

The emoluments of the directors are paid by Haskoning UK Limited, which makes no recharge to other Companies. It is not practically possible to make an accurate apportionment of their emoluments in respect of other companies; however, management do not deem the time spent on other companies to be material.

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:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

This investments represents a 5% share in Au Posford Consultants Limited, a dormant company registered in Hong Kong.

The company has issued floating charges over the company’s assets to HSBC Bank plc and to the trustees of the defined benefit pension scheme.

The company undertakes a number of projects at any point in time. Where the expected costs of settling the obligations within the contract are expected to exceed the amounts to be recovered on the contract then a loss-making contract provision is recognised. Due to the nature of the uncertainty in the costs of completing the contract and also the ability to recharge the customer for any increases in scope or complexity then the timing and amounts required to settle these obligations are inherently uncertain. As such these are recorded as provisions. Some standard contracts span between 1-2 years and therefore the expectation is that generally these amounts will be settled within 12-18 months of the balance sheet date via services performed. Any change to the expected costs to settle the obligations or ability of the company to recharge for any increase in costs which are not the fault of the company could change the ultimate net amounts required to settle these contractual obligations.

The company also from time to time receives claims against it resulting from performance on contracts. Provisions are made for the full expected amounts to be settled where a reliable estimate of such costs can be made and a reimbursement asset for the amounts covered by insurance the company has is made once the asset recognition criteria in FRS 102 are met. The Company has an in-house legal department and regularly meets with the insurers and their lawyers wherever a claim is made or expected to be made to ensure the liability for the company is mitigated as much as possible. Sometimes these discussions can take several years to resolve as they are often very complex matters with legal advice being taken on all sides. Therefore, these are recognised as provisions as the ultimate timing and amounts required to settle these claims is uncertain. The expected net settlement on the company is significantly below the provisions held due to the aforementioned insurance taken out to cover against such claims, as is standard practice in our industry.

The provision for long-service awards relates to payments to employees based on years of service. The provision reflects the estimated amount of the long-service awards in the future.

The calculation is based on commitments made, retention rates and ages.

The following key actuarial assumptions have been used in determining the provision, calculated by an external actuary:

• Discount rates: based on iBoxx AA classified European corporate bonds;

• Life expectancy: forecast table AG2024 with a correction for longevity based on income class.

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

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The defined benefit scheme is accounted for in accordance with FRS 102.

The company sponsors The Pension Plan of Posford Haskoning Limited, which is a defined benefit arrangement. A full actuarial valuation as at 31 October 2024 was undertaken by a professionally qualified actuary, independent of the scheme’s sponsoring employer. The results of this valuation have been updated to 31 December 2024 for the purposes of FRS 102.

Assumed life expectations on retirement at age 65:

Amounts recognised in the profit and loss account

Amounts taken to other comprehensive income

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

Movements in the present value of defined benefit obligations

The defined benefit obligations arise from plans which are wholly unfunded.

Movements in the fair value of plan assets

The actual return on plan assets was £786,000 (2023 - £1,015,000).

Fair value of plan assets at the reporting period end

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

The company has taken advantage of the exemption under paragraph 33.1A of FRS 102 which exempts subsidiary undertakings, from disclosing transactions with other wholly owned subsidiary undertakings within the Group.

During the year, the company provided engineering consultancy services net of value added tax of £113,529 (2023: £116,940) to Team Van Oord Limited a non-wholly owned fellow subsidiary undertaking. The outstanding debtor balance as at 31 December 2024 was £763 (2023: £82,368).

The immediate parent undertaking is Haskoning UK Holdings Limited.

The ultimate parent undertaking and controlling party is Koninklijke Haskoning Groep BV a company incorporated in The Netherlands.

Koninklijke Haskoning Groep B.V. is the parent undertaking of the largest company of undertakings to consolidate these financial statements at 31 December 2024. The consolidated financial statements of Koninklijke Haskoning Groep B.V. are available from:

Koninklijke Haskoning Groep BV

Laan 1914 35

3818EX

Amersfoort

The Netherlands