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

Austability Group Limited ("AGL" or the "Group") is a UK-incorporated holding company overseeing a diverse portfolio of Defence and national security contracting subsidiaries. The Group's portfolio delivers specialised operational support services to Defence and National Security Agencies of the United States, United Kingdom, and Australia, operating across multiple jurisdictions.

AGL has particular expertise in Base Operational Support Services, including construction, infrastructure development, and advisory and knowledge transfer services for capacity building and capability enhancement programs. With operations spanning five continents, the Portfolio draws on more than 30 years of combined industry experience through companies whose origins date back to 1989.

The Group’s revenue for 2024 increased by 56.5%, from $40.9m to $64.0m. This change is attributed mainly to a construction repairs and recovery project in the Pacific region conducted by the Group’s Australian subsidiary, Austability Pty Ltd. Additional revenue growth was noted across other subsidiaries, including those in Europe (Austability GmbH), United Arab Emirates, and Qatar (Austability Global DMCC and Austability Group QFZ), with contributions from various sources such as real estate services, logistics operations, and administrative support functions.

Operating profit before exceptional items decreased to $2.0m, down from $3.6m in 2023, Strategic investments at the Group level offset some gains. No exceptional items were recorded in 2024. During the year, Austability Pty Ltd was awarded an infrastructure contract valued at approximately USD50.0 million over a three-year delivery period, reflecting Portfolio’s strategic placement and involvement in government contracts.

As of 31 December 2024, total assets rose by 36.9% to $51.9. Current assets were $49.5m, including receivables of $11.6m - up $0.2m from 2023 due to increased revenue and new contracts. Cash balances amounted to $27.9m, reflecting strong cash generation and sound management. Total liabilities increased by 42.8% to $42.9m. Current liabilities stood at $34.3m, with trade payables and accruals at $33.5m due to higher billable costs. Shareholder loans accounted for $8.6m of the total liabilities.

The Group employs a comprehensive risk management framework that enables its Portfolio to address sector-specific and operational challenges effectively. AGL Portfolio operates across numerous jurisdictions, each presenting distinct levels of political stability and varying infrastructural complexities. Robust safety protocols, security measures, and contingency plans are implemented to minimise operational risks associated with complex environments. AGL ensures adequate insurance coverage is maintained and enforces strict duty of care standards for personnel deployment within the Portfolio.

Regulatory and Compliance Risks

Conducting operations in multiple jurisdictions necessitates strict compliance with intricate regulatory regimes, such as export controls, anti-corruption laws, and national security mandates. The Group has established comprehensive compliance systems and leverages legal advisory expertise to ensure thorough adherence to all relevant regulations.

Commercial Risks

The Portfolio’s reliance on government contracts presents a revenue concentration risk, particularly in light of potential policy shifts, budgetary constraints, or changes in diplomatic priorities. The Group addresses this risk through a focused commitment to Portfolio diversification and a robust framework that upholds its specialised service expertise. Additionally, exposure to foreign exchange fluctuations resulting from multi-currency operations is effectively managed by implementing appropriate hedging strategies where material.

Strategic Risks

Attracting and retaining skilled professionals capable of working in demanding settings is essential to the Group’s ability to deliver Portfolio services. The Group’s Talent Acquisition and Management framework for the portfolio emphasises the importance of investing in robust training initiatives and offering competitive remuneration packages to ensure workforce continuity.

Liquidity Risks

Liquidity risk refers to the Group’s ability to meet its short-term financial obligations as they fall due. The Group actively manages liquidity risk by maintaining adequate cash reserves, monitoring cash flow forecasts, and securing appropriate financing arrangements. The board regularly reviews liquidity forecasts to ensure sufficient funding is available to support operational and strategic objectives. While the Company has established robust liquidity management practices, external factors such as market volatility and economic downturns may impact liquidity availability. The Company remains committed to mitigating these risks through prudent financial planning and risk management strategies.

Risk mitigation strategy

AGL employs comprehensive risk mitigation by implementing strategic oversight frameworks, portfolio diversification strategies, and robust governance structures. The Group consistently monitors subsidiary performance, market trends, and regulatory developments to facilitate the timely identification and effective management of potential risks throughout its portfolio.

AGL will undertake strategic investments during 2025 in preparation for the North Star Plan implementation from 2026 to 2030. This multi-year strategy focuses on Portfolio capability enhancement, geographical expansion, and service diversification across The Portfolio.

Current major project commitments across The Portfolio are expected to be completed in Q4 2025, providing substantial cash generation to fund AGL's strategic initiatives. The Group continues evaluating Portfolio development opportunities and potential strategic acquisitions to strengthen The Portfolio's service capabilities and market position.

AGL management remains focused on executing strategic oversight objectives while ensuring The Portfolio maintains operational excellence and regulatory compliance across all jurisdictions. The Group's strategic guidance, combined with The Portfolio's established client relationships and proven delivery capabilities, provides a solid foundation for continued growth.

In accordance with Section 172 of the Companies Act 2006, the Directors confirm that they have acted in good faith to promote the success of the Group for the benefit of shareholders while having regard to stakeholder interests including employees, suppliers, customers, and the communities in which the Group operates.

The Directors consider long-term consequences of decisions, maintain high standards of business conduct, and ensure fair treatment of all stakeholders.

The Group's commitment to ethical operations, regulatory compliance, and responsible business practices underpins all strategic decisions and operational activities. Regular stakeholder engagement ensures alignment between business objectives and broader stakeholder interests across the Group's international operations.

This Strategic Report has been prepared in accordance with the requirements of the Companies Act 2006 and provides a fair review of the Group's business, financial performance, position, and principal risks.

On behalf of the board

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

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. 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:

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the company's contractual and other legal obligations.

Saffery LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006. Saffery LLP have expressed their willingness to continue in office.

In accordance with Schedule 7, paragraph 7(1)(d) of the Companies Act 2006, the company confirms that it has a foreign branch outside the United Kingdom situated in Kuwait.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The Directors have complied with section 414C(11) of the Companies Act 2006 by including certain disclosures that would otherwise be required by Schedule 7 of the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008 to be contained in the Directors' report. This information is considered to be of strategic importance and is set out in the Strategic Report, This information includes:

• Principal risks and uncertainties including financial risk management objectives and policies

• A review of the business, including an analysis of key financial performance indicators and future developments

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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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

Each director in office at the date of approval of this annual report confirms that:

• so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

• the directors have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The Directors have prepared these financial statements on a going concern basis. In making this judgement the Directors considered the Group and Company's projected financial performance, current intentions, access to financial resources and analysed the impact of the macro-economic developments on its operations. After making enquiries, the Directors have a reasonable expectation that the Group and Company has adequate resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore continue to adopt the going concern basis in preparing its financial statements.

We have audited the financial statements of Austability Group 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 and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the financial statements 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 directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report 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.

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.

Other matters

The financial statements for the year ended 31 December 2023 were not audited. As such, the comparative figures presented in the financial statements for the year ended 31 December 2024 are unaudited.

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 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 group and parent company 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was $897,626 (2023 - $300,912).

Austability Group Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is 3rd Floor, 593-599 Fulham Road, London, England, SW6 5UA..

The group consists of Austability Group Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in USD, which is the functional currency of the group. 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 has elected to prepare its Company financial statements in accordance with FRS 101 Reduced Disclosure Framework. The following exemptions from the requirements of IFRS have been applied:

• IFRS 7 Financial instruments: Disclosure

• Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement' (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities.

• The following paragraphs of IAS 1, 'Presentation of financial statements'

  • a) 10(d) (statement of cashflow);

  • b) 16 (statement of compliance with all IFRS);

  • 38A (requirement for minimum of two primary statements, including cash flow statements);

  • 38B (additional comparative information)

  • 111 (statement of cash flow information); and

  • 134-136 (capital management disclosures).

• IAS 7, 'statement of cash flows'

• Paragraphs 30 and 31 of IAS 8, 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosures of information when an entity has not applied a new IFRS that has been issued but is not yet effective)

• Paragraph 17 of IAS 24, 'Related party disclosures (key management compensation);

• The requirements in IAS24, 'Related party disclosures' to disclose related party transactions entered into between two or more members of a group; and

• Paragraphs 52 and 58 of IFRS 16 Leases.

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.

The consolidated group financial statements consist of the financial statements of the parent company Austability Group 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The Directors have prepared these financial statements on a going concern basis. In making this judgement the Directors considered the Group and Company's projected financial performance, current intentions, access to financial resources and analysed the impact of the macro-economic developments on its operations. After making enquiries, the Directors have a reasonable expectation that the Group and Company has adequate resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore continue to adopt the going concern basis in preparing its financial statements.true

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The group recognises revenue from the following major sources:

• Real estate and leasing

• Construction

• Wholesale and trade

• Transportation and warehousing

• Administrative and support services

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Recognised across the length of the contract, released monthly as performance obligations for delivery of service are satisfied.

Recognised across the length of the contract, released monthly as performance obligations for delivery of service are satisfied.

Recognised on date of sale.

Recognised across the length of the contract, released monthly as performance obligations for delivery of service are satisfied.

Recognised across the length of the contract, released monthly as performance obligations for delivery of service are satisfied.

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.

Amortisation 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:

• Software 10 years straight line

Property, plant and equipment 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 income statement.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

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.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Work in progress is valued by assessing the stage of completion of each project with reference to its total forecast costs. The revenue is then adjusted to account for that proportion of a project's value to date in line with the costs incurred.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Cash and cash equivalents 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.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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 inventories or non-current 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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

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.

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:

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

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

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

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

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

The registered office addresses of each of the group's subsidiary companies are as follows:

Details of the group's associates at 31 December 2024 are as follows:

The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:

No significant receivable balances are impaired at the reporting end date.

During the year, the Group classified plant and equipment used in its projects as held for sale under IFRS 5. The assets are expected to be sold within 12 months, and management is actively seeking a buyer. They are measured at the lower of carrying amount and fair value less costs to sell, and are shown separately as current assets in the statement of financial position.

Loans are unsecured with repayment dates ranging from July 2026 to January 2029. Interest is accrued at rates between 10% and 24% per annum, rolled up into the loan each year and the full balance (loan and accrued interest) is repayable on the repayment date.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

In addition to the above, the Group is currently involved in a legal claim filed by a former employee relating to damages arising from employment in a high-risk environment. The claim is ongoing and subject to legal proceedings.

No provision has been recognised in the financial statements. Management continues to monitor the case and will reassess the need for recognition should circumstances change.

Ordinary shares are entitled to one vote in any circumstances. Each share is entitled to share equally in dividend payments or any other distribution, including a distribution arising from a winding up of the company.

Currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations into the Group’s presentation currency. These differences are recognised in other comprehensive income and accumulated in equity. The reserve is reclassified to profit or loss upon disposal of the related foreign operation.

The group is not subject to any externally imposed capital requirements.

The group's objectives when managing capital are to safeguard its ability to continue as a going concern, while providing returns to shareholders and maintaining an optimal capital structure to reduce the cost of capital.

While the group does not have a formally approved gearing ratio, the objective above is actively managed through the direct linkage of borrowings to specific projects. The group seeks to ensure that secured borrowings stays within agreed covenants with lenders. Compliance with these covenants is reviewed regularly, and management takes proactive measures to ensure adherence. As of 31 December 2024 and 2023, the group was in full compliance with all covenant requirements.

On 19 March 2025, the board of Directors declared an interim dividend of $1,800,000 in respect of the year ended 31 December 2024.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Remuneration of the highest paid Director was $245,065 (2023: $245,065).

During the year, expenses were paid on behalf of a director for the company totaling $325,151 (2023: $231,807), the amount due to the director at year end is $22,631 (2023: $49,751).

The following amounts were outstanding at the reporting end date:

During the year, the group incurred expenses from a connected company controlled by a director of $427,514 (2023: $97,873).

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

Their aggregate remuneration comprised:

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's principal operating subsidiaries are included in note 14.

Additions relate to capital injections in existing subsidiaries and the incorporation of new entities.