REGISTERED NUMBER: 04660007 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Sirius Engineering Group Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Statement of 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

16

DIRECTORS:

P E Kane

M J Powell

S Robinson

SECRETARY:

S Robinson

REGISTERED OFFICE:

Russel House

Mill Road

Langley Moor

Durham

Co. Durham

DH7 8HJ

REGISTERED NUMBER:

04660007 (England and Wales)

AUDITORS:

Anderson Barrowcliff Limited

Statutory Auditors

Chartered Accountants

3 Kingfisher Court

Bowesfield Park

Stockton on Tees

TS18 3EX

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

REVIEW OF BUSINESS

Sirius Engineering Group is a design & build enabling works specialist delivering fully integrated ground engineering services to the land development sector.

The Group via its subsidiaries delivers a full range of integrated pre-construction services to facilitate and enable the development of both brownfield and greenfield land.

Operating across the United Kingdom from regional offices in Durham, Leeds, Warrington and Llanelli its contracting services include Demolition, Earthworks. Remediation, Drilling and Civil Engineering all supported by a cutting-edge Plant and Technologies division.

As consultants, Sirius also provides specialist Geotechnical, Environmental and Planning professional services.

This unique combination of services provides its clients with confidence to build on even the most complex and challenging sites, often on a design & build basis.

Operating since 2003, Sirius has developed a large, highly stable, repeat-business client base across several principal sectors including residential, commercial and retail development, waste management and renewable energy.

The results for the year and the financial position of the group are set out on pages 10 to 40.

Key Performance Indicators:

The Group's KPIs for the year were:

2024

2023

£'000s

£'000s

Turnover

48,954

39,215

Gross Profit %

24.2%

24.2%

The Group financial position remains strong with £13.0m of net assets and £7.9m of cash.

After a quieter than anticipated 2023, underlying turnover (after normalising the impact of consolidating three subsidiaries into Sirius Engineering Group in 2023) reduced by 5%. This reduction was isolated to one subsidiary only where impending changes to Building Regulations stimulated an acceleration in workload to unprecedented levels before normalising in 2024. Excluding the impact of this outlier the Group recorded turnover growth of 3% and maintained a consistent, strong gross profit return at 24.2%.

Much of the annual growth achieved was experienced in the second half of the year as some of the macroeconomic headwinds (higher inflation, higher mortgage costs and lower levels of consumer confidence) from 2023 subsided to a degree. The business began to see an increase in activity in the residential development sector (its largest market), particularly in the North-East of England.

The final quarter of 2024 showed strong signs of recovery in all business units and regions, leading to a busy end to the financial year and a very healthy order book heading into 2025. The outlook for 2025 is one of significant growth with several key strategic contracting projects secured across the UK.

The UK remains chronically short of new housing stock and the government's pledge in June 2024 to "get Britain building again" with a target of 1.5m new homes in the coming 5 years provides a strong indication that the medium-term prospects for Sirius' primary market place are very positive.

As part of its strategic development plan, the business also seeks to continue its path towards increased diversification across adjacent marketplaces such as the commercial / industrial development sectors and renewable energy enabling contracts.

The Group is very well placed to benefit from a projected upturn in the development / construction and renewable sectors with its strong balance sheet, cutting edge plant fleet and a large experienced and skilled workforce.

Employee Ownership

2023 was a key milestone in the history of the Group. To coincide with it's 20th Anniversary, the Group transitioned to becoming a 100% Employee-Owned business on the 17th October 2023. This allows for a long-term succession plan that secures the future of the Group into the hands of the people who have helped to build it over the years.

As part of the transition plan, the Group was restructured in 2023 and all commonly owned trading businesses were consolidated under the ownership of Sirius Engineering Group Limited.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the group and how they may affect its performance, position or future prospects are set out below:

Health, Safety and Environmental

The Group is subject to health & safety and environmental risks, implicit in the work undertaken. The Board and business unit leads promote a strong health and safety culture underpinned by procedures that are continually assessed to ensure best practice. Ongoing health & safety training is provided to employees and maintained. The group employs 4 full time qualified health and safety professionals and uses external specialist consultants where required to protect the health, safety and welfare of its employees and clients.

Financial Risk Management

In common with other businesses, the group aims to minimize financial risk wherever possible. The measures used include the preparation of budgets and forecasts, regular monitoring of actual performance against these forecasts and ensuring adequate sources of finance are in place to meet the requirement of the business.

The group's principal financial instruments comprise bank balances, hire purchase agreements, trade and subcontract creditors and trade debtors to raise funds for, and finance, the group's operations.

Credit Risk

Amounts receivable relate largely to applications on contracts across our stable customer base. The group has policies concerning credit offered to customers and regularly monitor amounts outstanding for both time and credit limit.

Liquidity Risk

Through negotiation with clients and suppliers we aim to manage our working capital and cash availability within certain limits. Forecasting is undertaken to ensure sufficient funds are available to meet amounts due.

ON BEHALF OF THE BOARD:

S Robinson - Director

29 September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The group continues to develop and expands it client base, area of operation and scope of services provided. The directors consider that the current workload and prospects are reasonable having regard to prevailing market conditions.

DIRECTORS

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

P E Kane

M J Powell

S Robinson

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made by the group during the year.

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.

ON BEHALF OF THE BOARD:

S Robinson - Director

29 September 2025

Opinion

We have audited the financial statements of Sirius Engineering Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of 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.

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 four, 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.

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.

Based on our understanding of the industry, we have considered applicable laws and regulations which may be fundamental to the company's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias in significant accounting estimates and any significant one-off or unusual transactions.

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Audit procedures performed by the engagement team included:

-

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

-

Enquiry of entity staff to identify any instances of non-compliance with laws and regulations.

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations

-

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

-

Challenging estimates and judgements made by management in their significant accounting estimates.

-

Revenue recognition; agreeing a sample of revenue transactions to gain assurance over the occurrence and accuracy of revenue and also to ensure revenue has been recognised in the correct period.

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. The 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Helen Wilson FCA (Senior Statutory Auditor)

for and on behalf of Anderson Barrowcliff Limited

Statutory Auditors

Chartered Accountants

3 Kingfisher Court

Bowesfield Park

Stockton on Tees

TS18 3EX

29 September 2025

TURNOVER

2

48,954,386

39,215,229

Cost of sales

37,103,684

29,733,597

GROSS PROFIT

11,850,702

9,481,632

Administrative expenses

9,765,666

8,730,590

OPERATING PROFIT

2,085,036

751,042

Interest receivable and similar income

50,431

165,185

2,135,467

916,227

Interest payable and similar expenses

4

399,723

356,170

PROFIT BEFORE TAXATION

5

1,735,744

560,057

Tax on profit

6

161,206

272,365

PROFIT FOR THE FINANCIAL YEAR

1,574,538

287,692

OTHER COMPREHENSIVE INCOME

Capital distribution

(1,000,000

)

(8,110,000

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,000,000

)

(8,110,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

574,538

(7,822,308

)

Profit attributable to:

Owners of the parent

1,559,206

299,544

Non-controlling interests

15,332

(11,852

)

1,574,538

287,692

Total comprehensive income attributable to:

Owners of the parent

559,206

(7,810,456

)

Non-controlling interests

15,332

(11,852

)

574,538

(7,822,308

)

FIXED ASSETS

Intangible assets

8

2,810,126

3,315,723

Tangible assets

9

6,806,100

8,437,653

Investments

10

Interest in associate undertaking

3

-

9,616,229

11,753,376

CURRENT ASSETS

Stocks

11

5,769

6,190

Debtors

12

12,553,564

13,091,442

Cash at bank and in hand

7,889,012

6,307,120

20,448,345

19,404,752

CREDITORS

Amounts falling due within one year

13

12,584,167

13,186,034

NET CURRENT ASSETS

7,864,178

6,218,718

TOTAL ASSETS LESS CURRENT LIABILITIES

17,480,407

17,972,094

CREDITORS

Amounts falling due after more than one year

14

(3,884,837

)

(4,515,062

)

PROVISIONS FOR LIABILITIES

18

(640,000

)

(1,076,000

)

NET ASSETS

12,955,570

12,381,032

CAPITAL AND RESERVES

Called up share capital

19

500

500

Merger relief reserve

20

1,989,800

1,989,800

Retained earnings

20

11,002,069

10,442,863

SHAREHOLDERS' FUNDS

12,992,369

12,433,163

NON-CONTROLLING INTERESTS

21

(36,799

)

(52,131

)

TOTAL EQUITY

12,955,570

12,381,032

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

S Robinson - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

208,748

-

Investments

10

12,293,643

10,474,593

12,502,391

10,474,593

CURRENT ASSETS

Debtors

12

793,973

870,720

CREDITORS

Amounts falling due within one year

13

9,804,205

9,338,196

NET CURRENT LIABILITIES

(9,010,232

)

(8,467,476

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,492,159

2,007,117

CREDITORS

Amounts falling due after more than one year

14

(1,437,869

)

-

PROVISIONS FOR LIABILITIES

18

(50,000

)

-

NET ASSETS

2,004,290

2,007,117

CAPITAL AND RESERVES

Called up share capital

19

500

500

Merger relief reserve

1,989,800

1,989,800

Retained earnings

13,990

16,817

SHAREHOLDERS' FUNDS

2,004,290

2,007,117

Company's profit for the financial year

997,173

7,320,457

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 29 September 2025 and were signed on its behalf by:

S Robinson - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

400

18,331,463

22,752

Changes in equity

Acquisition of NCI

-

(78,144

)

(22,752

)

Movement in share capital

100

-

-

Total comprehensive income

-

(7,810,456

)

-

500

10,442,863

-

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2023

500

10,442,863

-

Changes in equity

Total comprehensive income

-

559,206

-

Balance at 31 December 2024

500

11,002,069

-

Merger

relief

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

-

18,354,615

360,490

18,715,105

Changes in equity

Acquisition of subsidiary

1,989,800

1,989,800

-

1,989,800

Acquisition of NCI

-

(100,896

)

78,144

(22,752

)

Movement in share capital

-

100

-

100

Total comprehensive income

-

(7,810,456

)

(11,852

)

(7,822,308

)

1,989,800

12,433,163

426,782

12,859,945

Acquisition of non-controlling interest

-

-

(478,913

)

(478,913

)

Balance at 31 December 2023

1,989,800

12,433,163

(52,131

)

12,381,032

Changes in equity

Total comprehensive income

-

559,206

15,332

574,538

Balance at 31 December 2024

1,989,800

12,992,369

(36,799

)

12,955,570

Called up

Merger

share

Retained

relief

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

400

806,360

-

806,760

Changes in equity

Acquisition of subsidiary

-

-

1,989,800

1,989,800

Movement in share capital

100

-

-

100

Total comprehensive income

-

(789,543

)

-

(789,543

)

Balance at 31 December 2023

500

16,817

1,989,800

2,007,117

Changes in equity

Total comprehensive income

-

(2,827

)

-

(2,827

)

Balance at 31 December 2024

500

13,990

1,989,800

2,004,290

Cash flows from operating activities

Cash generated from operations

1

4,784,170

2,510,394

Interest paid

(193,693

)

(124,951

)

Interest element of hire purchase payments paid

(206,030

)

(231,219

)

Tax paid

(207,990

)

(1,069,978

)

Net cash from operating activities

4,176,457

1,084,246

Cash flows from investing activities

Purchase of tangible fixed assets

(210,762

)

(531,312

)

Sale of tangible fixed assets

361,950

64,382

Net cash acquired with subsidiary

431,605

787,384

Interest received

50,431

165,185

Capital distribution

(1,000,000

)

(8,110,000

)

Net cash from investing activities

(366,776

)

(7,624,361

)

Cash flows from financing activities

New loans in year

-

1,629,635

Capital repayments in year

(2,980,006

)

(3,319,477

)

Amount introduced by directors

1,688

18,981

Amount withdrawn by directors

-

(126

)

Movement in related party borrowings

183,175

(723,642

)

Net cash from financing activities

(2,795,143

)

(2,394,629

)

Increase/(decrease) in cash and cash equivalents

1,014,538

(8,934,744

)

Cash and cash equivalents at beginning of year

2

4,920,837

13,855,581

Cash and cash equivalents at end of year

2

5,935,375

4,920,837

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

2024

2023

£

£

Profit before taxation

1,735,744

560,057

Depreciation charges

2,617,405

2,740,561

Profit on disposal of fixed assets

(193,341

)

(62,795

)

Finance costs

399,723

356,170

Finance income

(50,431

)

(165,185

)

4,509,100

3,428,808

Decrease/(increase) in stocks

421

(6,190

)

Decrease/(increase) in trade and other debtors

393,694

(388,615

)

Decrease in trade and other creditors

(119,045

)

(523,609

)

Cash generated from operations

4,784,170

2,510,394

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

7,889,012

6,307,120

Bank overdrafts

(1,953,637

)

(1,386,283

)

5,935,375

4,920,837

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

6,307,120

14,398,908

Bank overdrafts

(1,386,283

)

(543,327

)

4,920,837

13,855,581

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

6,307,120

1,581,892

7,889,012

Bank overdrafts

(1,386,283

)

(567,354

)

(1,953,637

)

4,920,837

1,014,538

5,935,375

Debt

Finance leases

(5,382,480

)

1,882,855

(3,499,625

)

Debts falling due within 1 year

(659,258

)

249,999

(409,259

)

Debts falling due after 1 year

(1,359,619

)

409,049

(950,570

)

(7,401,357

)

2,541,903

(4,859,454

)

Total

(2,480,520

)

3,556,441

1,075,921