The directors present the strategic report for the year ended 30 April 2025.

The principal activity of the company during the year continued to be the provision of specialist engineering and project support personnel in the offshore, subsea and maritime sectors in the offshore renewable, oil & gas, and subsea telecoms industries working globally.

Objectives

The objective of the business is to maintain our position as the global leader in the supply of specialist personnel, particularly within the subsea sector.

Despite some market uncertainty due to global events affecting the world economy, namely the US led global trade war, Russia Ukraine, Israel Iran etc. the subsea and offshore sector is proving to be robust. We have continued to operate in a way that meets and exceeds the expectations of both our client base and our network of contractors by working to the following business objectives:

• To deliver our activities in a controlled, professional and cost effective manner, in accordance with all requirements, including any statutory and regulatory requirements.

• To implement best practice throughout the business with a focus on continual improvement of the Management System

• To suitably train and support all employees to ensure they are competent to carry out their duties

• To ensure we have effective processes to meet the needs of the customer, the business and other interested parties.

Business model

Our business model is centered around delivering highly skilled contract personnel to the global subsea and offshore market. We operate through a streamlined and collaborative structure, with our operations divided into three key teams. Our sales team, comprising consultants and resourcers, is responsible for business development and client engagement by sourcing and placing well-referenced contractors across a broad international client base. Growth has been driven by the sales team, both by adding new clients, but more significantly by growing accounts that we already were working with. Supporting this, our contracts and logistics team handles all documentation related to contractor engagements, ensuring compliance through valid certifications and managing travel arrangements for both contractors and clients. Finally, our finance department oversees the timely processing of contractor timesheets and the generation of accurate invoices, ensuring smooth financial transactions for all parties involved.

The 2024–2025 trading year has been exceptional for our business, marked by strong performance across both our core and emerging sectors. Our longstanding focus on wind farm construction—particularly subsea cable lay between offshore turbines—has remained robust, continuing to drive the majority of our activity, especially across key European markets and selected projects in Taiwan. In addition to this, we’ve experienced a notable surge in demand from the oil and gas sector, with a particular emphasis on inspection, repair, and maintenance (IRM) operations, as well as subsea construction tied to oil extraction. This growth has been geographically spread across Europe and West Africa, highlighting a resurgence in traditional energy investments alongside the continued expansion of renewable infrastructure. These trends reflect a healthy diversification of our client base and project portfolio, positioning us strongly for sustained growth.

Despite strong momentum in both sectors, we are aware of a number of significant clients we have yet to engage with, presenting clear opportunities for further growth that will be a major focus for us in the coming years.

Trends

In the year ended 30th April 2025 turnover increased by 19.7%. The split of turnover by geographical region is as follows:

                2025                    2024

            £m        %            £m        %

America            2.04        5.2            1.62        4.9

Asia            0.63        1.6            1.01        3.1

Australia            0.03        0.1            0.07        0.2

Europe            33.33        84.6            29.9        91.0

MEA            3.36        8.5            0.27        0.8

            39.39        100            32.90        100

Operating risk

The business faces a number of operational risks linked to regulatory changes, competition, and geopolitical uncertainty. A key area of concern remains UK employment legislation, particularly IR35, which governs the use of limited company contractors. The ambiguity of the rules and varying interpretations by clients mean that misapplication could result in significant financial penalties for both the company and its clients. In addition, the increase in National Insurance contributions from April 2025 and the expected implementation of further employment law changes for temporary workers has caused uncertainty. These developments require close monitoring and adjustments to internal processes.

In the oil and gas (O&G) sector, proposed windfall taxes on North Sea operations could impact investment levels, project viability, and workforce planning. The availability of qualified personnel also presents an operational challenge - particularly due to restrictions on using Russian contractors, which has reduced access to experienced maritime and survey specialists. Furthermore, the global windfarm sector remains active, especially across Europe, but prevailing debates around the use of renewable energy across the world necessitate vigilance around political changes that may affect regulatory compliance.

The recruitment landscape continues to evolve, with a wave of new entrants to the subsea market. These are typically launched by experienced recruiters from existing firms, drawn by the sector’s low barriers to entry and attractive margins. While competition increases, it also highlights the importance of maintaining high service standards. Conversely, underperformance from existing competitors has created an opportunity to win market share and engage new clients. Finally, international trading remains unpredictable, particularly with the potential reintroduction of tariffs under Donald Trump’s proposed trade policy. This could disrupt global supply chains and project costs if implemented.

Liquidity risk

Despite routine credit checks, there is an ongoing risk that clients may encounter financial difficulties. In severe cases, this could result in defaults on outstanding payments, directly impacting cash flow. While many clients are stable and longstanding, the current economic climate, combined with policy uncertainty, heightens the importance of careful financial risk management.

Looking ahead, any slowdown or tax-related pressure in the North Sea oil and gas sector could affect invoicing volumes and contractor deployment, thereby straining revenue streams. Meanwhile, increased employment costs due to higher NI contributions and additional compliance requirements could reduce margins if not carefully managed.

Foreign currency risk

The directors are aware of the foreign currency risks associated with transactions in a handful of currencies, namely GBP, EUR & USD. The risks are monitored on a regular basis and fees are mitigated by seeking about good deals with our banks. Our company policy is to use a front to back single currency method, whereby a contractor working for a client that pays in a particular currency will always receive their payment in that currency. This mitigates any issues around currency movements between the start and end of each assignment.

Credit risk

The company manages credit risk through a bad debt provision insurance policy, which assesses the creditworthiness of each client. In cases where insurance cover cannot be obtained, the directors review the client’s profile and supporting information to make a risk-based decision, considering the value and importance of the business. In addition, we operate a robust credit control system that includes regular communication with all outstanding debtors to ensure timely payments and reduce exposure to potential defaults.

The gross profit margin achieved in the year ended 30 April 2025 increased to 10.84% (2024: 9.7%)

The turnover achieved in the year ended 30 April 2025 increased to £39,385,155 (2024: £32,894,881).

Net profit after tax

The net profit after tax in the year ended 30 April 2025 was £1,480,536 (2024 net profit after tax: £818,947).

Current trading

Based on the latest financial performance and market conditions, the company is in a strong trading position with continued growth in turnover and net profitability. The directors continue to be positive about the year ahead based on our current trading position, the buoyant market and the robustness of our trading model.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 April 2025.

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

Ordinary dividends were paid amounting to £116,286. 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:

Ellacotts Audit Services Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

Qualified opinion on financial statements

We have audited the financial statements of Tech Professionals Limited (the 'company') for the year ended 30 April 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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, except for the effects of the matter described in the basis for qualified opinion paragraph, the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 April 2025 and of its profit for the year then ended;

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

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

Basis for qualified opinion

An audit was not carried out in respect of the year ended 30 April 2024 and thus we do not have any comfort over the figures shown as comparatives in these financial statements.

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

Conclusions relating to going concern

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

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

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

Other information

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

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the comparative figures in the financial statements. We have concluded that where the other information refers to the comparative information, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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 respect solely of the limitation on our work relating to opening balances, described above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records had been maintained.

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Arising solely from the limitation of scope of our work relating to the issues referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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:

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

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

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

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

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

Irregularities, including fraud are instances of non-compliance with laws and regulations. We design procedures in line with out responsibilities, outlined above, to detect material misstatements in respect of irregularities including fraud. The extend to which our procedures are capable of detect irregularities, including fraud are detailed below.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

As part of an audit in accordance with ISAs (UK),we exercise professional judgment and maintain professional scepticism throughout the audit. We also performed the following procedures:

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

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

• Reviewing minutes of meetings of those charged with governance.

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

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

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

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

Tech Professionals Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 2, Charter House, 25 High Street, Banbury, OX16 5EG.

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 £.

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

Turnover 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.

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 credited or charged to profit or loss.

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.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 company 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.

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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 1).

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

Included within bank loans and overdrafts are amounts due to invoice finance providers and the bank for which there are fixed and floating charges against assets of the company and legal assignment of contract monies.

Included within bank loans and overdrafts are amounts due to invoice finance providers and the bank for which there are fixed and floating charges against assets of the company and legal assignment of contract monies.

Included within bank loans and overdrafts are amounts due to invoice finance and the bank for which they are fixed and floating charges against assets of the company and legal assignment of contract monies.

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

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

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