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

The change in Government and ongoing global pressures continue to present a challenging environment for the industry. However the long lead Infrastructure pipeline remains strong at £850m and the Company is well placed to maximise the opportunities this presents.

The Company continues to invest in its people, processes and systems to ensure that it can move forwards on a profitable basis and this investment over the proceeding years from our ultimate owner, Sandton Capital Partners, has enabled us to develop our operating and Governance procedures to capitalise on opportunities when they arise: during 2024, £100m of contracts were successfully tendered and won.

Our Tier2 self-delivery model continues to deliver projects successfully and sustainably for our clients allowing turnover, excluding exceptional items, to increase over 30% compared to 2023. This underlying growth is expected to accelerate during the course of 2025 and the Company enters the new financial year with a secured work bank at its highest ever level and a strategy of focusing on longer term contracts that will deliver guaranteed revenues through to 2030.

During the year, The Company made further provisions against certain projects which have, historically, proved particularly troublesome for the industry. However, along with a number of new contract wins, the HS2 portfolio continues to be developed and the Company has secured additional projects in the rail and highways sectors as part of its growth strategy.

The Company’s commitment to delivering sustainable infrastructure remains high as evidence by our recertification to the Carbon Reduce standard for the 5th year running. The Company has also maintained all of its key accreditations and also been awarded a Network Rail Principal Contractor License.

The Company retains the committed support of its equity investors and lenders, evidenced by a successful £4m asset based financing exercise concluded during the period with Secure Trust Bank.

Key Performance Indicators

The Company uses a CVR (“Cost Value Reconciliation”) process to manage contract performance and KPl’s such as revenue, gross profit and EBITDA to monitor and assess the overall business performance.

The Company’s key performance indicators during the period were:

Turnover is defined as revenue from goods and services provided in the normal course of business after adjusting for exceptional items. Gross Profit is defined as turnover less cost of sales after adjusting for exceptional items. Gross Profit Margin is defined as gross profit as a percentage of turnover. EBITDA is defined as gross profit less sales and administration expenses plus depreciation, amortisation and exceptional items

Full year EBITDA loss, before exceptionals items, decreased from £3.8m in 2023 to £3.4m in 2024. This loss was driven by low volumes in the first half of the financial year and the business saw a significant improvement in results during Q4 of 2024 with a positive EBITDA.

Despite the challenges facing the industry, activity grew with revenue in the second half of the year - up 70% on the first half. This trend is expected to continue into 2025 with significant growth across all the sectors the Company operates in.

The Company remains focused on growth through investment in its infrastructure and people. This will enable it to take advantage of new opportunities within the UK and to expand its presence through growing current projects as well as additional wins.

Despite some challenges in 2024, the Directors believe that confidence is returning to the sector, with the Company's customer centric approach and experienced management team leaving it well positioned to benefit from an upturn in the market supported by UK government investment in major infrastructure projects throughout 2025 and beyond.

Risk management is a high priority for the business. Processes are designed to identify, mitigate, and manage risks. The Board of Directors are ultimately responsible for risk management. The principal risks facing the business are as follows:

Customer relationships

The Company maintains strong relationships with existing customers, while growing the customer base to minimise reliance on any single customer or sector.

Dependence on key executives and personnel

Availability of skilled resources presents an ongoing risk to the business and industry as a whole. The Company has a competitive compensation, benefits and employee welfare structure to attract and retain key employees.

Credit risk

The Company faces the usual credit risk associated with carrying out work ahead of being paid. The Company has robust cash collection procedures in place to ensure timely cash collection.

Liquidity risk

The Company regularly monitors its cash balances and projected cash flows to ensure sufficient funds are available to meet its working capital requirements. The business is well funded and fully supported by its investors and lenders.

Information risk

The business continues to maintain its ISO 27001 and Cyber Essentials plus accreditations reinforcing our commitment to Information Security. In the year these have been updated to the new 2002 requirements.

Health and Safety

The construction industry presents an inherent risk around health and safety. The Company takes this very seriously, with comprehensive procedures to ensure risk is minimised including safe working practices. The executive leadership of the business have all completed an IOSH safety qualification alongside the business accreditation to ISO 45001 which underlies the robustness of our Safety Management System.

There have been no major incidents or accidents within the year.

Economic conditions

The industry is still suffering from project delays and uncertainty. Our diversified pipeline and focus on longer term projects has provided some protection from these challenges and continues to be the focus of our work winning strategy.

Our strategy of focusing on a diverse infrastructure pipeline, consisting of longer term projects, has progressed well in 2024 resulting in a secure pipeline of work and committed revenue for over 5 years. We continue to enhance and improve our processes and systems to ensure that we consistently deliver projects in line with client expectations.

On behalf of the board

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

The principal activity of the group is that of the delivery of mechanical, electrical and communications engineering contracts.

Review of the business

A review of the business and its principal risks and uncertainties is set out in the Strategic Report on pages 1-3 of these financial statements.

The results for the year are set out on page 9.

No ordinary dividends were paid for the year ended 31 December 2024 (31 December 2023: £Nil). The Directors do not recommend payment of a final dividend.

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

In accordance with the company's articles, a resolution proposing that Gerald Edelman LLP be reappointed as auditor of the group will be put at a General Meeting.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors have prepared these financial statements on the going concern basis, notwithstanding that at the balance sheet date the group's liabilities exceeded its assets by £15.4m (2023: £6.7m). While the Group has made significant losses for the year ended 31 December 2024, the outlook for 2025 financial year is positive as the company is now generating positive EBITDA. The Group has number of credit facilities in place totaling £4m which is secured by Sandon Credit III (Luxembourg) S.a.r.l. acting as guarantor. While in the past, the Group has relied on the financial support from its parent entity since August 2024 the company has been trading out of its own operational cashflow without the need for additional funding from the parent entity.

The Group's ultimate controlling parties, have confirmed that they will continue to provide the Group with financial support for the foreseeable future and for not less than 12 months from the date of approval of these financial statements but only to the extent that money is not otherwise available to VVB Engineering (UK) Limited to meet such liabilities.

These financial statements do not include any adjustments that would result from the discontinuance of their financial support. On this basis, the director considers that it is appropriate for the financial statements to be prepared on the going concern basis.

The directors have reviewed the forecasts for the business for at least 12 months from the date of the approval of the financial statements in reaching their conclusion. Funding arrangements in place will provide sufficient working capital to deal with any funding needs for the foreseeable future.

We have audited the financial statements of Sandton Europe Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 2024 and of the group's loss 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 group and parent 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 group's and 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 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

Our audit procedures were primarily directed towards testing the accounting systems in operation upon which we have based our assessment of the financial statements for the year ended 31 December 2024.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

• Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

• Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

• Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.

• Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journals, revenue recognition.

• Obtaining understanding of the legal and regulatory framework the group and parent company operate in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations we considered in this context included UK Companies Act 2006, tax legislation, data protection, anti-bribery, employment, health and safety.

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical procedures to identify any unusual or unexpected relationships.

• Auditing the risk of management override of controls, including through testing journal entries for appropriateness.

• Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

• Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but are not limited to:

• Agreeing financial statements disclosures to underlying supporting documentation.

• Enquiring of management as to actual and potential litigation claims.

• Reviewing correspondence with HMRC, where applicable.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors of Sandton Europe Limited.

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.

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,079,426 (2023 - loss £261,259).

Sandton Europe Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, 4 Beaconsfield Road, St Albans, Hertfordshire, AL1 3RD.

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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

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

The parent company for these consolidated financial statements is Sandton Europe Limited.

The group consists of Sandton Europe Limited and all of its subsidiaries.

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

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

The consolidated group financial statements consist of the financial statements of the parent company Sandton Europe Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

The directors have prepared these financial statements on the going concern basis, notwithstanding that at the balance sheet date the group's liabilities exceeded its assets by £15.4m (2023: £6.7m). While the Group has made significant losses for the year ended 31 December 2024, the outlook for 2025 financial year is positive as the company is now generating positive EBITDA. The Group has number of credit facilities in place totaling £4m which is secured by Sandon Credit III (Luxembourg) S.a.r.l. acting as guarantor. While in the past, the Group has relied on the financial support from its parent entity since August 2024 the company has been trading out of its own operational cashflow without the need for additional funding from the parent entity.

The Group's ultimate controlling parties, have confirmed that they will continue to provide the Group with financial support for the foreseeable future and for not less than 12 months from the date of approval of these financial statements but only to the extent that money is not otherwise available to VVB Engineering (UK) Limited to meet such liabilities.

These financial statements do not include any adjustments that would result from the discontinuance of their financial support. On this basis, the director considers that it is appropriate for the financial statements to be prepared on the going concern basis.

The directors have reviewed the forecasts for the business for at least 12 months from the date of the approval of the financial statements in reaching their conclusion. Funding arrangements in place will provide sufficient working capital to deal with any funding needs for the foreseeable future.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

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

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

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

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

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

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 construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

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

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.

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.

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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

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

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

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

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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

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

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

The directors of the company make an assessment, based on the information available to them, regarding the status of the jobs that are ongoing at the year end. Based on this assessment, the directors will then consider the level of work that has been undertaken before the year end, and accrue or defer any income and/or costs in relation to this work accordingly.

The turnover was derived from the group's principal activity wholly undertaken in the UK.

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

Their aggregate remuneration comprised:

The directors remuneration was borne by the subsidiary company.

Other interest on financial liabilities relates to the debt due to Sandton Credit Solutions Onshore Fund IV, LP, the ultimate parent company.

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

Details of the company's subsidiaries at 31 December 2024 are as follows:

The long-term loans due to group undertakings are due to Sandton Credit Solutions Onshore Fund IV, LP, the ultimate parent company, and are secured by a fixed and floating charge over the group's assets and undertakings.

The loans are not due for repayment until 3 October 2028 and all loans attract interest deemed to be at market rate.

A cross-guarantee between all the group companies and other fellow subsidiaries secures £17,125,601 (2023: £13,428,141) of the total debt due.

The other borrowings relate to a loan and invoice discounting facility from Secure Trust Bank PLC which the Group has agreed to fixed and floating charges and negative pledges over all of its assets and undertakings in favour of Secure Trust Bank PLC.

The borrowings have Sandton Credit III (Luxembourg) S.a.r.l, an intermediate parent company as a guarantor for this facility up to the value of £4,000,000.

Onerous contract provisions

The directors consider that disclosure of details regarding legal claims provided in the accounts would prejudice the Company's position with respect to this matter and accordingly no further disclosure will be made.

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

On 31 December 2023, there was an allotment of 1 A Ordinary share totaling 0.0001p. This was issued for a premium of £10,000,000.

The company has given guarantees and agreed to charges over all its assets and undertakings in favour of other group companies in support of certain borrowings of those companies of £17,125,601 (2023: £13,428,141.

Those borrowings are owed to Sandton Credit III (Luxembourg) S.à r.l., an intermediate parent company, and all group companies irrevocable and unconditionally jointly and severally guarantee the secured obligations.

The loans are not due for repayment until 3 October 2028.

The company has agreed to fixed charges and negative pledges over all its assets and undertakings in favour of Secure Trust Bank PLC and Lloyds Bank PLC in support of certain borrowings, debenture and deposit agreements, respectively, of those companies.

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

The company has taken advantage of the provisions in paragraph 33.1A of FRS 102 to not disclose transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transactions is wholly-owned by such a member.

The ultimate parent company is Sandton Credit Solutions Onshore Fund IV, LP, a company incorporated in the US.

There is no ultimate controlling party.