The directors present the strategic report for the year ended 31 July 2025.

James Mercer Holdings Limited is a group specialising in all aspects of mechanical and electrical building services engineering installation and maintenance. The group carries out a range of mechanical and electrical building engineering contracts for both the private and the public sectors along with planned and preventative maintenance across both disciplines.

Our head office is located in Preston, Lancashire and we also have a branch in Liverpool which allows us to easily access all of the locations we deal with in the North West.

During the financial year, the group maintained a strong order book and continued to build on established relationships with key public- and private-sector clients. Projects within NHS estates, university estates and aerospace manufacturing facilities have been central to performance, reflecting the continued demand for technically proficient contractors with robust delivery capability.

This trading year has seen consolidation in our role as a principal contractor, delivering specialist mechanical and electrical projects across a diverse range of sectors. Our success has been supported by our ongoing participation in key public-sector frameworks, particularly within the Health and Education sectors across the North West, where we have established strong and trusted relationships with clients. Framework opportunities remain a core element of our delivery strategy, enabling early engagement, technical input at the design stage, and added value throughout the project lifecycle. We consistently exceed client expectations and achieve the key performance indicators set for our projects, resulting in increased repeat business and direct awards through framework partnerships.

Over the past year, we have also made significant progress in measuring and reducing the environmental impact of our operations. Sustainability and carbon reduction are becoming increasingly central to project delivery, and we anticipate this will continue to be a major focus in the coming year as both we and our clients work towards achieving Net Zero objectives.

Our people remain our greatest strength, combining exceptional mechanical and electrical engineering expertise with a commitment to delivering high-quality, technically complex projects. Their skill and professionalism are reflected in the successful delivery of challenging installations across healthcare, education, and aerospace sectors. We continue to invest in the development of our workforce through our established apprenticeship programme, which brings new talent into the industry, as well as through continuous training that enhances and advances the skills of existing employees. This ongoing investment ensures that our teams remain leaders in technical excellence, innovation, and expert advice for our clients.

Future developments and important events affecting the group since the year end

On 20 November 2025, the entire issued share capital of the trading subsidiary, The James Mercer Group Limited, was acquired by Tendra Technical Services Limited, incorporated in England and Wales.

On 24 November 2025, James Mercer Holdings Limited was placed into voluntary liquidation. The James Mercer Group Limited will continue to trade as normal under new ownership.

As the majority of the group’s turnover is derived from the mechanical and electrical contracting sector, it is recognised that industry-specific risks and challenges will continue to arise. These include fluctuations in material costs, labour availability, regulatory changes, and evolving technical standards within the build environment. Such risks are actively managed and mitigated through the collective expertise and extensive experience of the group’s directors and staff, whose technical knowledge and proactive approach ensure the successful delivery of complex M&E projects across all sectors.

Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group’s finance department. The directors will revisit the appropriateness of this policy should the group’s operations change in size or nature.

Liquidity risk

The group manages its cash and borrowing requirements in order to ensure that the group has sufficient liquid resources to meet the operating needs of the businesses.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts arising from irrecoverable debts.

The directors are pleased to report that the group has had another good year and has achieved a turnover of £42.3 million (2024: £47.1 million).

The group was able to report a healthy profit before tax of £2.8m (2024 £3.6m). Our balance sheet remains strong with shareholders’ funds of £8.9m at 31 July 2025.

Key performance indicators

Ordinary dividends were declared amounting to £1,269,488 (2024: £1,465,929). The directors do not recommend payment of a further dividend.

The James Mercer Group Ltd holds accreditations and memberships to several industry related Trade, Technical and Health and Safety organisations including:-

• BESA

• REFCOM

• Gas Safe Register

• NICEIC

• OFTEC

• Mitsubishi Diamond Partner

• F Gas

• CHAS

• Safe Contractor

Clients can view our current credentials via our Constructionline membership which is maintained to Gold level.

In addition, the group holds accreditation to 3 ISO Standards 9001, 14001 and 45001. Our Cyber Essentials Plus certification demonstrates the robustness of our IT Systems and our Investors in People, Silver award is testament to our dedication to improving workplace culture, developing employee engagement and structuring leadership.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 July 2025.

The principal activity of the group was that of building services engineers.

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

Ordinary dividends were declared amounting to £1,269,488. The directors do not recommend payment of a further dividend.

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

Post year end, the parent company has disposed of its entire shareholding in the trading subsidiary, The James Mercer Group Limited, to a third party.

As a result, the directors have subsequently placed the parent company into voluntary liquidation.

Going concern

The financial statements therefore have been prepared a basis other than going concern to reflect the directors voluntary liquidation of the parent company post year end. Fixed assets held within the parent company have been shown in current assets. Assets within the parent company have been shown at their recoverable amount and liabilities have been included at their known amounts.

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

As the company 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 trading subsidiary does not meet the definition of a large company and therefore is not required to report on its emissions, energy consumption or energy efficiency activities.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management objectives and policies and future developments.

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.

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

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 United Kingdom Generally Accepted Accounting Practice. 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 parent 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 parent 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 the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of James Mercer Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 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 July 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor 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 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.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to note 1.4 to the financial statements which explains that following the sale of the trading subsidiary, the directors have initiated liquidation of the parent company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern, as described in note 1.4,

Our opinion is not modified in respect of this matter.

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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

• Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;

• Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to profit recognition in respect of long term contracts;

• Auditing the risk of fraud in revenue by testing a sample of transactions throughout the year for occurrence and reviewing post year end credit notes raised;

• Reviewing board minutes; and

• Reviewing legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.

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.

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 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 £1,231,051 (2024 - £2,676,650 profit).

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

James Mercer Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Derby House, 12 Winckley Square, Preston, Lancashire, PR1 3JJ.

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 pound.

The financial statements have been prepared on the historical cost convention, modified to include the revaluation of freehold properties, subsequently held at deemed cost on transition to FRS 102. 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 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;

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

The consolidated group financial statements consist of the financial statements of the parent company James Mercer Holdings 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 July 2025. 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.

Post year end, the parent company has disposed of its entire shareholding in the trading subsidiary, The James Mercer Group Limited, to a third party.

As a result, the directors have subsequently placed the parent company into voluntary liquidation.

The financial statements therefore have been prepared a basis other than going concern to reflect the directors' intention to liquidate the parent company. Fixed assets held within the parent company have been shown in current assets. Assets within the parent company have been shown at their recoverable amount and liabilities have been included at their known amounts.

Turnover comprises the value of work performed, goods sold and services provided excluding Value Added Tax. Turnover relates to income generated from construction contracts, the recognition of which is detailed further in accounting policy 1.10.

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

Depreciation is recognised so as to write off the cost or deemed cost 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.

No depreciation has been provided for on freehold properties, nor on investment properties accounted for as property, plant and equipment. Whilst this is not in accordance with Schedule 1 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the directors believe that this policy is required in order to show a true and fair view.

It is the group's practice to maintain the properties in a continual state of sound repair and to extend and make improvements thereto from time to time. Accordingly, the directors consider that in the view of the length of the life of the assets and their residual value any depreciation would be immaterial.

Paragraph 16.4A of FRS102 provides an accounting policy choice for group members which rent investment property to another group entity to account for those properties at either fair value through profit or loss or by transferring them to property, plant and equipment and applying the cost model. The latter accounting policy choice has been selected. This is only applicable in the parent company's invididual accounts. There are no investment properties held in the group accounts.

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 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 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.

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.

Stocks 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 stocks to their present location and condition.

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

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.

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.

The group has no non-basic financial instruments.

Financial assets 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. The impairment loss is recognised in profit or loss.

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

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 are initially measured 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. Other financial liabilities classified as fair value through profit or loss are measured at fair value.

The group has no non-basic financial instruments.

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.

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 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 recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax, with the following exception:

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

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

The group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the group. The annual contributions payable are charged to the profit and loss account.

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.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Management review the carrying value of the balances in line with the expected future cash receipts, in order to assess whether any anticipated losses need to be provided for. Management then use their contract knowledge to apply a reasonable profit uplift on a contract by contract basis. Where it becomes apparent that a contractor is in financial difficulties, management assess the potential financial impact, considering the impact on the cash receipts which can be recovered, and the overall profitability of the contract. In making their assessment, the directors consider the likelihood and amount of the cash that can be collected. Specific provision is made where necessary.

An analysis of the group's turnover is as follows:

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

In the March 2021 budget the Chancellor confirmed an increase in the main rate of corporation tax from 19% to 25% with effect from 1 April 2023. The Finance Bill 2021 had its third reading on 24 May 2021 and was considered substantively enacted on this date. The deferred tax timing differences expected to reverse on or after 1 April 2023 have therefore been accounted for at 25%.

See note 29 for details of a restatement of the prior year dividend.

Investment properties rented to other group entities have been accounted for using the cost model.

The property shown as freehold property in the group balance sheet and investment property in the company balance sheet is owned by the parent company. Given the intention to liquidate the parent company post year end, the property has been shown as a tangible current asset in the group and company balance sheets.

All remaining asset categories relate to assets owned by the trading subsidiary, The James Mercer Group Limited, and are shown as tangible fixed assets.

The freehold property was valued on 8 April 2013 by Charles Parker Bennett & Co. Chartered Surveyors. The directors elected to take the previous UK GAAP valuation of the freehold property on the date of transition to FRS 102 as its deemed cost at that date.

If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

Details of the company's subsidiaries at 31 July 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

As at the signing date of these financial statements, the group has not finalised its capital expenditure programme for the coming year. Therefore an assessment as to the likely movement of the deferred tax balance within the next twelve months cannot 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. At the balance sheet date, the group owed £5,484 (2024 - £25,138) to the fund.

On 31 July 2024, 1,098 A Ordinary £1 shares were reclassified into 1,098 F Ordinary £1 shares and 1,098 B Ordinary £1 shares were reclassified into 1,098 E Ordinary £1 shares.

The A, B, C, D, E and F shares carry equal voting rights. As regards income rights, the shares rank pari passu with regard to entitlement to income, save that the Directors may at any time resolve to declare a dividend on one class of share and not on the other class.

As regards capital rights, on any distribution of assets on a winding up or a return of capital (other than a purchase of own shares), the surplus assets of the company remaining after payment or provision for its liabilities shall be distributed as follows. Firstly, in paying the A Ordinary shareholders a sum of 0.006 pence on each A Ordinary share held by them. Secondly, in paying the B Ordinary shareholders a sum of 0.005 pence on each B Ordinary share held by them. Thirdly, in paying the C Ordinary shareholders a sum of 0.004 pence on each C Ordinary share held by them. Fourthly, in paying the D Ordinary shareholders a sum of 0.003 pence on each D Ordinary share held by them. Fifthly, in paying the E Ordinary shareholders a sum of 0.002 pence on each E Ordinary share held by them. Finally, in paying the F Ordinary shareholders a sum of 0.001 pence on each F Ordinary share held by them. Any surplus assets remaining thereafter shall be distributed amongst all of the holders of shares pro rata according to the number of shares (of whatever class) held by them respectively.

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:

Amounts contracted for but not provided in the financial statements:

On 12 November 2025, the company's property was sold to James Mercer Projects Limited, a company with common ownership and directors for £785,000.

On 20 November 2025, the company sold the entire issued share capital of its trading subsidiary, The James Mercer Group Limited, to Tendra Technical Services Limited, a company incorporated in England and Wales.

On 24 November 2025, following the sale of the trading subsidiary, the company was placed into voluntary liquidation and will be wound up.

The remuneration of key management personnel, who are also directors of the trading subsidiary, is as follows.

The following amounts were outstanding at the reporting end date:

Group and company

Dividends totalling £923,078 were declared in the year in respect of shares held by the directors of the parent company.

During the year, the company acquired a property that it previously rented from the pension scheme of certain directors. The property was acquired for £580,000.

Company

The company has taken advantage of the exemption conferred by FRS 102 Section 33, in that transactions entered into between two or more members of the group are not disclosed, provided that any subsidiary which is party to the transaction is wholly owned by such a member.

In July 2023, the company declared and paid an interim dividend of £100,000 which was included within the 31 July 2023 financial statements. In September 2023, the company declared another £100,000 interim dividend which was included in the 31 July 2024 financial statements. It was later found that this was declared in error and has now been cancelled.

As a result, the dividends paid and other creditors balances for the year ended 31 July 2024 have been reduced by £100,000 from those previously included in the 31 July 2024 financial statements.