REGISTERED NUMBER: 13195540 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

PJA GROUP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

P Jones

N S Millington

M Nettleton

REGISTERED OFFICE:

Park Point

17 High Street

Longbridge

Birmingham

West Midlands

B31 2UQ

REGISTERED NUMBER:

13195540 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

PJA is a leading independent consultant in the built environment sector, specialising in place-led transport planning, engineering and environmental services. Working with developers, landowners, local authorities and other public bodies, the firm enables the creation of new and better places in urban and rural areas.

Founded in 2003, PJA now employs over 170 professionals across 10 offices in the UK and Australia. Guided by core values of Creative, Credible, Committed and Considerate, PJA is recognised as a trusted advisor and thought leader in the industry.

In 2025, the firm focused on growing the technical team and diversifying the service offering, opening offices in Leeds and Edinburgh, whilst also launching a new Environment division. PJA also completed its first acquisition during the year by acquiring KTC, a transport planning business based in Bristol.

Looking ahead, PJA aims to increase its presence in additional markets and continue growing in new geographical regions.

The results for the year as set out in the Consolidated Income Statement show an operating profit of £1,556,427 (2024: £1,333,321)

As at 31 March 2025, the group had net assets totalling £1,802,499 (2024: £1,323,763)

The group monitors the following key performance indicators:

31st March 2025

31st March 2024

Gross Profit Margin

40%

37%

Operating Profit Margin

10%

11%

PRINCIPAL RISKS AND UNCERTAINTIES

The firm's public sector work with local authorities brings risks such as shifting budgets, political changes, social value requirements, hurdles to using SMEs and evolving net zero requirements. Government at all levels remains committed to sustainability, however, which sits well with PJA's services.

At the same time, the demand for increased housing and mixed-use development near transport hubs is increasing demand for the firm's private sector services. In addition, recent reforms to the planning system are intended to speed up decisions and support sustainable development, which will also positively impact the demand for PJA's services.

Whilst any future change in the national government could negatively impact some of the services offered by PJA, the firm's focus on recruiting expert staff, fostering strong partnerships with clients and other firms, and promoting sustainable development, will provide resilience during market uncertainties.

ON BEHALF OF THE BOARD:

N S Millington - Director

22 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £279,320.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

P Jones

N S Millington

M Nettleton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N S Millington - Director

22 December 2025

Qualified Opinion

We have audited the financial statements of PJA Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 possible effects of the matter described in the basis for qualified opinion section of our report the financial statements:

- give a true and fair view of the state of the group's affairs as at 31 March 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

The financial statements to 31st March 2023 and 31st March 2024 were not audited. As part of our audit, we have reviewed the information and explanations available in relation to the cut off of work in progress and deferred income at those dates. We have been unable to satisfy ourselves by alternative means concerning the cut off of work in progress and deferred income at those dates by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary. As a result, we are unable to determine whether the turnover in the profit and loss show a true and fair view for the current and proceeding period show a true and fair view.

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 Auditors' 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 group's and the 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 Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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 cut off of work in progress and deferred income at 31st March 2023 and 2024. We have concluded that where the other information refers to the work in progress and deferred income or related balances such as turnover, it may be materially misstated for the same reason.

Qualified 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 the 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.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our audit 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 on the scope of our work relating to work in progress and deferred income, 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to designing audit procedures by tailoring and directing testing to aid and support the determined level of risk. In response, the procedures we perform to determine the level of risk include:

- reference to history and experience of the Entity; and

- enquiry of management, including obtaining and reviewing supporting documentation concerning the Entity's procedures relating to:

- identifying and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detection and response to risk of fraud and whether they were aware of any actual or suspected instances of fraud; and

- assessment of the controls and processes that the Entity has in place to mitigate risk.

Our assessments included the identification of the following potential areas for fraud:

- management override of control; and

- revenue recognition, particularly in respect of delivery of services

These procedures, and the extent to which they are capable of detecting irregularities, including fraud, are detailed below:

- critically assessed the appropriateness and testing the application of the revenue and cost recognition policies;

- testing the appropriateness of accounting estimates, journals and other adjustments made in the preparation of the financial statements;

- reviewing the Entity's accounting policies for non-compliance with relevant standards; and

- making enquiries of management and reviewing correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations.

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain professional scepticism throughout the audit process. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Other matters which we are required to address

Comparative information in the financial statements is derived from the company's prior period financial

statements which were not audited.

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 a Report of the Auditors 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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

22 December 2025

TURNOVER

3

14,891,846

12,575,019

Cost of sales

8,938,322

7,867,084

GROSS PROFIT

5,953,524

4,707,935

Administrative expenses

4,398,214

3,375,659

1,555,310

1,332,276

Other operating income

1,118

1,045

OPERATING PROFIT

5

1,556,428

1,333,321

Income from fixed asset investments

497

671

Interest receivable and similar income

21,035

12,569

21,532

13,240

1,577,960

1,346,561

Interest payable and similar expenses

6

114,692

132,807

PROFIT BEFORE TAXATION

1,463,268

1,213,754

Tax on profit

7

388,656

281,606

PROFIT FOR THE FINANCIAL YEAR

1,074,612

932,148

Profit attributable to:

Owners of the parent

993,057

699,888

Non-controlling interests

81,555

232,260

1,074,612

932,148

PROFIT FOR THE YEAR

1,074,612

932,148

OTHER COMPREHENSIVE INCOME

Profit/loss on revaluation of investment

(1,180

)

(2,038

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,180

)

(2,038

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,073,432

930,110

Total comprehensive income attributable to:

Owners of the parent

991,878

698,312

Non-controlling interests

81,554

231,798

1,073,432

930,110

FIXED ASSETS

Intangible assets

10

110,973

(24,721

)

Tangible assets

11

677,978

515,127

Investments

12

5,571

10,991

794,522

501,397

CURRENT ASSETS

Stocks

13

1,975,747

1,681,140

Debtors

14

3,240,385

2,997,225

Cash at bank and in hand

1,351,660

1,482,215

6,567,792

6,160,580

CREDITORS

Amounts falling due within one year

15

5,038,166

4,443,017

NET CURRENT ASSETS

1,529,626

1,717,563

TOTAL ASSETS LESS CURRENT LIABILITIES

2,324,148

2,218,960

CREDITORS

Amounts falling due after more than one year

16

(402,911

)

(780,791

)

PROVISIONS FOR LIABILITIES

19

(118,478

)

(114,406

)

NET ASSETS

1,802,759

1,323,763

CAPITAL AND RESERVES

Called up share capital

20

89

84

Share premium

21

365,149

6,299

Fair value reserve

21

(3,218

)

(2,038

)

Retained earnings

21

1,547,122

833,385

SHAREHOLDERS' FUNDS

1,909,142

837,730

NON-CONTROLLING INTERESTS

22

(106,383

)

486,033

TOTAL EQUITY

1,802,759

1,323,763

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2025 and were signed on its behalf by:

N S Millington - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

420,085

420,084

420,085

420,084

CURRENT ASSETS

Debtors

14

1,103,250

299,250

Cash at bank

84,611

17,831

1,187,861

317,081

CREDITORS

Amounts falling due within one year

15

611,017

307,862

NET CURRENT ASSETS

576,844

9,219

TOTAL ASSETS LESS CURRENT LIABILITIES

996,929

429,303

CAPITAL AND RESERVES

Called up share capital

20

89

84

Share premium

365,146

6,300

Retained earnings

631,694

422,919

SHAREHOLDERS' FUNDS

996,929

429,303

Company's profit for the financial year

488,095

346,899

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

N S Millington - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

84

424,310

6,098

Changes in equity

Issue of share capital

-

-

201

Dividends

-

(290,128

)

-

Total comprehensive income

-

699,203

-

Balance at 31 March 2024

84

833,385

6,299

Changes in equity

Issue of share capital

5

-

358,850

Dividends

-

(279,320

)

-

Total comprehensive income

-

993,057

-

89

1,547,122

365,149

Acquisition of non-controlling interest

-

-

-

Balance at 31 March 2025

89

1,547,122

365,149

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 April 2023

-

430,492

254,235

684,727

Changes in equity

Issue of share capital

-

201

-

201

Dividends

-

(290,128

)

-

(290,128

)

Total comprehensive income

(2,038

)

697,165

231,798

928,963

Balance at 31 March 2024

(2,038

)

837,730

486,033

1,323,763

Changes in equity

Issue of share capital

-

358,855

-

358,855

Dividends

-

(279,320

)

-

(279,320

)

Total comprehensive income

(1,180

)

991,877

81,554

1,073,431

(3,218

)

1,909,142

567,587

2,476,729

Acquisition of non-controlling interest

-

-

(673,870

)

(673,870

)

Balance at 31 March 2025

(3,218

)

1,909,142

(106,283

)

1,802,859

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

84

366,833

6,099

373,016

Changes in equity

Issue of share capital

-

-

201

201

Dividends

-

(290,128

)

-

(290,128

)

Total comprehensive income

-

346,214

-

346,214

Balance at 31 March 2024

84

422,919

6,300

429,303

Changes in equity

Issue of share capital

5

-

359,846

359,851

Dividends

-

(279,320

)

-

(279,320

)

Total comprehensive income

-

488,095

-

488,095

Balance at 31 March 2025

89

631,694

366,146

997,929

Cash flows from operating activities

Cash generated from operations

1

1,380,124

2,022,797

Interest paid

(87,496

)

(106,395

)

Interest element of hire purchase payments paid

(27,196

)

(22,318

)

Finance costs paid

-

(4,094

)

Tax paid

(332,585

)

(272,508

)

Net cash from operating activities

932,847

1,617,482

Cash flows from investing activities

Purchase of tangible fixed assets

(364,461

)

(195,508

)

Purchase of fixed asset investments

-

(358

)

Sale of tangible fixed assets

43,343

40,330

Sale of fixed asset investments

4,240

2,484

Purchase of minority interest

-

462

Interest received

21,035

12,569

Dividends received

497

671

Net cash from investing activities

(295,346

)

(139,350

)

Cash flows from financing activities

Loan repayments in year

(539,291

)

(450,538

)

Capital repayments in year

56,623

34,958

Share buyback

4,950

(485

)

Movement in directors accounts

(11,018

)

(33,676

)

Equity dividends paid

(279,320

)

(290,128

)

Net cash from financing activities

(768,056

)

(739,869

)

(Decrease)/increase in cash and cash equivalents

(130,555

)

738,263

Cash and cash equivalents at beginning of year

2

1,482,215

743,952

Cash and cash equivalents at end of year

2

1,351,660

1,482,215

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,463,268

1,213,754

Depreciation charges

158,836

111,111

(Profit)/loss on disposal of fixed assets

(7,842

)

6,395

Finance costs

114,692

132,807

Finance income

(21,532

)

(13,240

)

1,707,422

1,450,827

Increase in stocks

(294,607

)

(1,120,981

)

Increase in trade and other debtors

(265,899

)

(292,958

)

Increase in trade and other creditors

233,208

1,985,909

Cash generated from operations

1,380,124

2,022,797

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

1,351,660

1,482,215

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

1,482,215

743,952

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

1,482,215

(130,555

)

1,351,660

1,482,215

(130,555

)

1,351,660

Debt

Finance leases

(281,264

)

(56,623

)

(337,887

)

Debts falling due within 1 year

(666,254

)

(324,579

)

(990,833

)

Debts falling due after 1 year

(531,116

)

418,870

(112,246

)

(1,478,634

)

37,668

(1,440,966

)

Total

3,581

(92,887

)

(89,306

)