ACCOUNTS - Final Accounts

Creditors: Amounts falling due within one year

31 January 2024

(unaudited)

Company registration number: SC171733

	ANNUAL REPORT AND FINANCIAL STATEMENTS
	FOR THE PERIOD ENDED 31 DECEMBER 2024

	THOMAS & ADAMSON INTERNATIONAL LIMITED


THOMAS & ADAMSON INTERNATIONAL LIMITED

COMPANY INFORMATION

Directors	F Armstrong
	C M Davies
	A G Muego
	X R P Odolant


Registered number	SC171733


Registered office	13 Lister Square
	Quartermile
	Edinburgh
	Scotland
	EH3 9GL


THOMAS & ADAMSON INTERNATIONAL LIMITED

CONTENTS

	Page
Statement of Financial Position	1 - 2
Statement of Changes in Equity	3
Notes to the Financial Statements	4 - 11


THOMAS & ADAMSON INTERNATIONAL LIMITED REGISTERED NUMBER:SC171733

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	31 December	31 January 2024
	2024	(unaudited)
Note	£	£

Fixed assets
Tangible assets	5		303,229		-
Investments	6		21,995		21,995
			325,224		21,995
Current assets
Debtors: amounts falling due within one year	7	3,519,056		241,323
Cash at bank and in hand		761,560		422,798
		4,280,616		664,121
Creditors: amounts falling due within one year	8	(1,371,535)		(44,648)
Net current assets			2,909,081		619,473
Total assets less current liabilities			3,234,305		641,468
Provisions for liabilities
Deferred tax		(52,055)		-
Other provisions		(44,166)		-
			(96,221)		-
Net assets			3,138,084		641,468

Capital and reserves
Called up share capital	11	1,040	1,060
Capital contribution reserve	12	1,653,057	-
Other reserves	12	(133,052)	-
Profit and loss account	12	1,617,039	640,408
		3,138,084	641,468

Page 1


THOMAS & ADAMSON INTERNATIONAL LIMITED REGISTERED NUMBER:SC171733

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

F Armstrong

Director

Date: 29 September 2025

The notes on pages 4 to 11 form part of these financial statements.

Page 2


THOMAS & ADAMSON INTERNATIONAL LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Capital contribution reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 February 2023	1,060	-	-	716,435	717,495

Loss for the year	-	-	-	(44,027)	(44,027)
Total comprehensive income for the year	-	-	-	(44,027)	(44,027)
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(32,000)	(32,000)
Total transactions with owners	-	-	-	(32,000)	(32,000)

At 1 February 2024	1,060	-	-	640,408	641,468
Comprehensive income for the period
Profit for the period	-	-	-	976,631	976,631
Shares repurchased	(20)	-	(133,052)	-	(133,072)
Capital contribution movement	-	1,653,057	-	-	1,653,057
Total comprehensive income for the period	(20)	1,653,057	(133,052)	976,631	2,496,616
At 31 December 2024	1,040	1,653,057	(133,052)	1,617,039	3,138,084

The notes on pages 4 to 11 form part of these financial statements.

Page 3


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	General information

Thomas & Adamson International Limited is a private company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the registered office is disclosed on the company information page and the principal place of business is 13 Lister Square, Quartermile, Edinburgh EH3 9GL.

The accounting period was shortened to an eleven month period ended 31 December 2024 to align with other companies within the group. The comparative figures presented are for a twelve month period ended 31 January 2024 so are not directly comparable.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by the parent undertaking established under the law of a state other than the United kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the companies Act 2006.

2.3

Foreign currency translation

Functional and presentation currency

The Company's presentational currency is GBP. The Company's functional currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

2.4

Revenue

Revenue represents amounts receivable for consultancy services net of VAT and trade discounts and is
recognised at the point of performance.
Revenue recognised as amounts recoverable on long-term contracts is shown within work in progress in these accounts and is recognised on a individual basis as activity progresses in accordance with the substance of each contract, when the stage of completion can be estimated reliably. The stage of completion is estimated using a range of factors including costs incurred, amounts already recognised under the contract and estimated cost to completion.

Page 4


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.8

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 5


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	10%	Over the life of the lease
Fixtures and fittings	-	25%	Straight Line
Computer equipment	-	50%	Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.12

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 6


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key Sources of estimation uncertainty
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:
Dilapidations provision
A dilapidations provision has been recognised, relating to the estimated costs of rectifications that the Company is liable for under the terms of the leases of its properties. The provision is for the cost of removing leasehold improvements and has been recognised at the present value of the estimated cost to return the properties back to their original condition. Actual costs at the end of the lease may differ from these estimates.
Work in progress
Management use estimation to calculate the progress of a contract and the estimated costs to completion in order to recognise the correct revenues and cost of sale within the financial statements.

Employees

The average monthly number of employees, including directors, during the period was 72 (year ended 31 January 2024 - 9).

5.	Tangible fixed assets

	Freehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
Additions	182,387	101,223	81,181	364,791
At 31 December 2024	182,387	101,223	81,181	364,791
Depreciation
Charge for the period	16,385	11,565	33,612	61,562
At 31 December 2024	16,385	11,565	33,612	61,562
Net book value
At 31 December 2024	166,002	89,658	47,569	303,229
At 31 January 2024	-	-	-	-

Page 7


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 February 2024 (unaudited)	21,995
	At 31 December 2024	21,995

Debtors

					31 December	31 January 2024
					2024	(unaudited)
					£	£


Trade debtors	1,923,698	-
Amounts owed by group undertakings	745,450	241,263
Other debtors	30,138	-
Called up share capital not paid	-	60
Prepayments and accrued income	266,090	-
Amounts recoverable on long-term contracts	553,680	-
	3,519,056	241,323

Trade creditors	512,605	-
Amounts owed to group undertakings	40,950	40,951
Other taxation and social security	413,135	3,697
Other creditors	95,237	-
Accruals and deferred income	309,608	-
	1,371,535	44,648

Page 8


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

9.	Deferred taxation

		2024
		£

	Charged to profit or loss	(52,055)
	At end of year	(52,055)

Fixed assets timing differences	(59,773)	-
Short term timing	7,718	-
	(52,055)	-

10.	Provisions

		Dilapidations
		£

	Charged to profit or loss	44,166
	At 31 December 2024	44,166

Page 9


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Allotted, called up and fully paid

1,000 (2024 - 1,000) Ordinary shares of £1.00 each	1,000	1,000
10 (2024 - 10) A Ordinary shares of £1.00 each	10	10
Nil (2024 - 10) B Ordinary shares of £1.00 each	-	10
Nil (2024 - 10) C Ordinary shares of £1.00 each	-	10
10 (2024 - 10) D Ordinary shares of £1.00 each	10	10
10 (2024 - 10) E Ordinary shares of £1.00 each	10	10
10 (2024 - 10) F Ordinary shares of £1.00 each	10	10

	1,040	1,060

On 11 April 2024, 10 B Ordinary shares and 10 C Ordinary shares of £1.00 each were repurchased for a total consideration of £133,072 and subsequently cancelled.
Each of the Ordinary shares shall be entitled to be one vote. A,D,E and F Ordinary shares do not carry any voting rights.In all other respects the shares rank pari passu.

12.

Reserves

Capital contribution reserve

The reserve records amounts contributed by shareholders that are not classified as share capital.

Other reserves

The reserve records the nominal value of the shares redeemed by the Company.

Profit and loss account

The reserve records retained earnings and accumulated losses.

Page 10


THOMAS & ADAMSON INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Not later than 1 year	201,030	201,030
Later than 1 year and not later than 5 years	804,120	804,120
Later than 5 years	201,941	387,218
	1,207,091	1,392,368

14.

Related party transactions

On 26 April 2024 a capital contribution of £1,653,057 was made by Egis UK - Consulting and Engineering Limited in respect of the business and Assets previously transferred by the Thomas & Adamson partnership to the Company. This amount formed part of the total purchase price paid by Egis UK - Consulting & Engineering Limited for the acquisition of the Company and was directly paid to the relevant parties on behalf of the Company.

15.	Post balance sheet events

On 1 March 2025 the company exercised its break clause on its premises lease. Consequently the commitments under operating leases reduced by £314,225.

16.	Controlling party

From 1 February 2024 to 26 April 2024 Thomas & Adamson partnership had control of the Company.

From 26 April 2024 Egis UK - Consulting and Engineering Limited became the immediate Parent Company by virtue of owning 100% of the share capital in Thomas & Adamson International Limited. The registered office address is 3 Valentine Place, Southwark, London, England, England, SE1 8QH

From 26 April 2024 Egis SA, a company incorporated in France, is regarded by the directors as being the Ultimate Parent Company.

Egis SA draws up consolidated financial statements, in which the company is included. The consolidated accounts
can be obtained from their registered office - 15 Avenue Du Centre, 78286 Guayancourt Cedex, France. The Egis
SA consolidated accounts will also be published at Company . Egis SA heads the largest group in which
Thomas & Adamson International Limited is a member for which group financial statements are prepared.

17.	Auditor's information

The auditor's report on the financial statements for the period ended 31 December 2024 was unqualified.

The audit report was signed on 29 September 2025 by Caroline Milton (Senior Statutory Auditor) on behalf of Menzies LLP.

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THOMAS & ADAMSON INTERNATIONAL LIMITED

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