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Registered number: 03708618
DYWIDAG Limited
Financial statements
For the year ended 31 December 2025
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DYWIDAG Limited
Company Information
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P Assinder (appointed 1 February 2026)
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Hurst Accountants Limited
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Chartered Accountants & Statutory Auditors
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DYWIDAG Limited
Contents
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Independent Auditors' Report
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Statement of Profit or Loss and Other Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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DYWIDAG Limited
Strategic Report
For the year ended 31 December 2025
The directors present their Strategic report for the year ended 31 December 2025.
DYWIDAG Limited’s principal activities include provision of geotechnical and concrete technology products plus structural monitoring (infrastructure health) products and services to asset owners, principal contractors and other type of company within the broad construction and infrastructure management industries.
In addition, the company undertakes a significant amount of research and development in relation to products and technology which are being developed for sale across the DYWIDAG Group. The company’s spend on Research and Development during the year was £374,111 (2024: £360,048). Development expenses that meet the criteria to be capitalised was £305,117 (2024: £270,143). Capitalised development costs are amortised over a period of 4 years.
In the year ended 31 December 2025 the company reported turnover of £19,046,254 (2024: £21,381,190). A decrease of 11% driven by adverse market conditions and resulting lower activity levels in its core infrastructure and building sectors.
Reported profit before tax for the year ended 31 December 2025 was £1,506,461 (2024: £2,646,310). Removing one off items the adjusted profit before tax was £1,835,476 (2024: £3,256,185). Exceptional items are analysed in note 8.
The performance of the company over the year plus the result for the year are in line with the directors' expectations.
Financial key performance indicators
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The directors consider that the key financial performance indicators of the business are turnover, gross margin, fixed cost to turnover ratio, earnings before interest and tax, trade working capital and conversion of profit to cash. These figures can be derived directly from the financial statements.
Principal risks and uncertainties
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The directors expect that the Company’s principal activities, as set out above, will remain unchanged for the foreseeable future. The Company’s principal operational and financial risks, both in terms of the financial year just ended and future periods, are as follows:
Operational risk (including health and safety)
The Company’s operations involve activities where there is an inherent level of operational risk, including risks relating to health and safety. These risks could result in injury to employees or contractors, damage to equipment, environmental incidents, or disruption to operations if not appropriately managed. The Company maintains robust health, safety, environmental and quality (HSEQ) management systems, supported by training, supervision, inspections, and incident reporting procedures to manage and reduce these risks.
During the year, the Company experienced a health and safety incident at one of its facilities which resulted in an injury to an operative. The Board recognises the seriousness of this event and took immediate steps to ensure a comprehensive and transparent response. An in-depth investigation was undertaken to identify the immediate causes and underlying systemic factors, and the findings were reviewed at Board level. In response, the Company has implemented a strengthened programme of corrective and preventive measures, including enhanced supervision, targeted retraining, reinforced high-risk controls, and improvements to the effectiveness of our safety management system. Lessons learned have been communicated across all operations, and additional controls have been introduced to verify that critical risks are being consistently identified, managed and monitored.
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DYWIDAG Limited
Strategic Report (continued)
For the year ended 31 December 2025
Operational risk (continued)
The Board has intensified its oversight of health and safety governance, with increased frequency of reporting, deeper scrutiny of incident data, and independent assurance on the implementation and sustainability of corrective actions. The Company remains fully committed to driving a safety culture where risks are actively managed, leadership is visible, and all employees and contractors are confident in stopping work when conditions are unsafe. Through this strengthened governance framework, the Board is determined to reduce the likelihood and potential severity of future incidents and ensure the continued protection of everyone working for or on behalf of the Company.
Credit risk
The Company is exposed to credit risk with respect to trade receivables due from its customers. The Company has a set of procedures in place to manage this risk which includes assessing the credit risk of new customers before accepting orders, setting appropriate credit limits which are reviewed and updated on an annual basis and monitoring outstanding balances in accordance with these. The Company takes a prudent view in assessing the risk of non payment by customers and considers provision for all debts more than 6 months overdue unless there are specific circumstances to indicate that the risk of non payment can and will be mitigated.
Obsolescence risk
In holding inventory, the Company has a risk of obsolescence related to these assets. This risk is mitigated by bi weekly reviews of inventory reports to identify slow moving or potential obsolete items which require a specific action plan to address. The Company takes a prudent view in assessing this risk and ensuring that inventory is recognised at the lower of cost or net realisable value, with all items where there has been no activity in the last 6 months identified and the carrying value considered on a regular basis.
Funding and liquidity risk
By its Liquidity Management procedures, the Company aims to ensure that its liquidity is sufficient to meet the Company’s obligations at all times without exposing the Company to unacceptable losses or reputational risk. For that purpose, the Company monitors its cash flows on an annual basis for the next 12 months as part of the budgeting process, and on a weekly basis for the next 12 weeks, to ensure that it has sufficient liquidity to pay its expected operating expenses and financial liabilities as they fall due. The financing of the Company is expected to derive from its operating activities, which include the use of an overdraft facility provided by the Company’s bankers, with additional funding requirements to come from loans from the Company’s shareholder if required.
Price risk
The Company has some exposure to commodity price risk. Management of this risk is an integral part of the Company’s control and business processes, including preparation of monthly cost reports and detailed monthly review of the costs by Management. Mitigating actions include both the re negotiation of input prices with the Company’s supply chain plus the review of selling prices to customers to mitigate the impact on profit.
Interest rate risk
The Company has a minor amount of interest rate risk associated with the debt factoring facility used for some trade receivables. This is managed by ensuring timely collection of trade receivables to minimise the time period for which the debt factoring facility is utilised. With the exception of this, the Company is not exposed to any significant interest rate risk as its operations are financed primarily by equity, working capital and retained profit.
This report was approved by the board and signed on its behalf.
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P Assinder
Director
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DYWIDAG Limited
Directors' Report
For the year ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
DYWIDAG Limited’s principal activities include provision of geotechnical and concrete technology products plus structural monitoring (infrastructure health) products and services to asset owners, principal contractors and other type of company within the broad construction and infrastructure management industries.
The profit for the year, after taxation, amounted to £1,125,625 (2024 - £1,970,249).
No dividends (2024: £9,486,327) were declared during the year and settled against the value of an intercompany loan.
The directors do not recommend the payment of a final dividend.
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DYWIDAG Limited
Directors' Report (continued)
For the year ended 31 December 2025
The directors who served during the year were:
I Jarvis (resigned 31 October 2025)
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C Glaser (resigned 31 January 2026)
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The directors have set a budget for 2026 which they believe to be challenging but achievable based on the current economic conditions in the UK and Ireland.
Financial instruments and associated risk management is considered to be of strategic importance and is therefore disclosed in the Strategic Report.
Research and development activities
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The company undertook some research and development activities during the year, these have been accounted for accordingly. Details on amounts spent in the current and prior years is detailed in the Strategic Report.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Contingent liabilities and post year end events
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During the year, the Company was subject to enforcement action by the Health and Safety Executive ("HSE") following an accident at its Southam site. By 31 December 2025, the Company had complied with all notices issued and HSE had acknowledged this. However, subsequent to this, on 27 April 2026, the HSE confirmed that it intends to proceed with prosecution in relation to this matter.
At the date of approval of these financial statements, the outcome of this action remains uncertain but it is possible that the company may be fined in respect of this incident. No provision has been made for this matter, as it is still subject to final court proceedings, thus the timing and extent of outflows cannot be reliably estimated at this time.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DYWIDAG Limited
Directors' Report (continued)
For the year ended 31 December 2025
This report was approved by the board and signed on its behalf.
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P Assinder
Director
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DYWIDAG Limited
Independent Auditors' Report to the Members of DYWIDAG Limited
We have audited the financial statements of DYWIDAG Limited for the year ended 31 December 2025 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes (including a summary of significant accounting policies set out on pages 17 - 25. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
- Review and analysis of the profit and cash flow forecasts prepared by management;
- Where appropriate, stress testing and sensitivity analysis on those forecasts;
- Discussions with management regarding the forecasts;
- Confirmed that any group companies that have committed to support the company have sufficient resources to provide such support.
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.
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DYWIDAG Limited
Independent Auditors' Report to the Members of DYWIDAG Limited (continued)
The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
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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 has been prepared in accordance with applicable legal requirements.
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DYWIDAG Limited
Independent Auditors' Report to the Members of DYWIDAG Limited (continued)
Matters on which we are required to report by exception
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.
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, or 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; or
- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 4, 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.
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DYWIDAG Limited
Independent Auditors' Report to the Members of DYWIDAG Limited (continued)
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 an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector, control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
• Enquiring of local management and parent company management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:
- Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected of alleged fraud;
- The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
• Obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or that had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and corruption policy.
Audit response to risks identified
Our procedures to respond to risk identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
• Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities;
• Enquiring of management concerning actual and potential litigation and claims;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
• Reading minutes of meetings of those charged with governance, reviewing correspondence with regulators.
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DYWIDAG Limited
Independent Auditors' Report to the Members of DYWIDAG Limited (continued)
We have also considered the risks noted above in addressing the risk of fraud through management override of controls:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error;
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities 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 auditors' 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 auditors' 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.
John Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG
28 April 2026
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DYWIDAG Limited
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2025
The notes on pages 17 to 45 form part of these financial statements.
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DYWIDAG Limited
Registered number: 03708618
Statement of Financial Position
As at 31 December 2025
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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DYWIDAG Limited
Registered number: 03708618
Statement of Financial Position (continued)
As at 31 December 2025
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Trade and other liabilities
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Issued capital and reserves
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Capital redemption reserve
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The financial statements on pages 11 to 45 were approved and authorised for issue by the board of directors on 28 April 2026 and were signed on its behalf by:
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P Assinder
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The notes on pages 17 to 45 form part of these financial statements.
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DYWIDAG Limited
Statement of Changes in Equity
For the year ended 31 December 2025
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Capital redemption reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 17 to 45 form part of these financial statements.
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DYWIDAG Limited
Statement of Cash Flows
For the year ended 31 December 2025
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Amortisation of intangible fixed assets
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(Gain)/loss on sale of property, plant and equipment
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Movements in working capital:
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Increase in trade and other receivables
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Increase/(decrease) in trade and other payables
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Cash generated from operations
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Net cash from/(used in) operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Proceeds from disposal of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Net advances of finance to group companies
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Payments of finance lease creditors
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Net cash used in financing activities
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DYWIDAG Limited
Statement of Cash Flows (continued)
For the year ended 31 December 2025
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 17 to 45 form part of these financial statements.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
DYWIDAG Limited (the 'Company') is a private company limited by shares incorporated in the United Kingdom. The Company's registered office and its principal place of business is Datum House, The Pavilions, Bury, Lancashire, BL9 7NX.
DYWIDAG Limited’s principal activities include provision of geotechnical and concrete technology products plus structural monitoring (infrastructure health) products and services to asset owners, principal contractors and other types of company within the broad construction and infrastructure management industries.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 28 April 2026.
Details of the Company's accounting policies, including changes during the year, are included in note 3.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.
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The financial statements have been prepared on the historical cost basis. There are no assets or liabilities measured on an alternative basis at the reporting date.
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2.2 Changes in accounting policies
i) New standards, interpretations and amendments effective from 1 January 2025
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The following amendments are effective for the period beginning 1 January 2025:
- Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
There are no amendments effective for the period beginning 1 January 2025 that have impacted the numbers in
these financial statements.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
2.Basis of preparation (continued)
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New standards, interpretations and amendments not yet effective
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The following new standards, interpretations and amendments, which are not yet effective and have not been adopted early in these financial statements, will or may have an effect on the Company's future financial statements:
Summary of new standards, interpretations and amendments not yet effective
The following amendments are effective for the period beginning 1 January 2026:
- Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9
Financial Instruments and IFRS 7).
- Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7).
The following amendments are effective for the period beginning 1 January 2027:
- IFRS 18 Presentation and Disclosure in Financial Statements.
- IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The directors anticipate that the adoption of these Standards in future periods may have an impact on the results and
net assets of the Company, however, it is too early to quantify this.
In respect of IFRS 18 and IFRS 19, changes in presentation of financial statements will be impacted, as it will for all
entities, but it is not expected to affect results and net assets.
The directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future
periods will only have an impact on the presentation in the financial statements of the Company.
3.Accounting policies
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all
the following conditions are satisfied, in accordance with IFRS 15 (Revenue):
• the Company has transferred to the buyer the significant risk and rewards of ownership of the goods;
• the Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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(ii) Rendering of services
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Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract. The stage of completion of the contract is determined as follows:
• installation fees are recognised by reference to the stage of completion of the installation, determined as the
proportion of the total time to install that has elapsed at the end of the reporting period;
• revenue from the time and material contracts is recognised at the contractual rates as labour hours and direct
expenses are incurred.
Revenue from providing services is recognised in the accounting period in which the services are rendered.
For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Where contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin. For service contracts including a goods element, revenue for the separate good is recognised at a point in time when the good is delivered, the legal title has passed and the customer has accepted the good.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In the case of fixed-price contracts, if the services rendered by the Company exceed the payment from the customer, a contract asset is recognised, and if the payments exceed the services rendered, a contract liability is recognised.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
In preparing the financial statements of the Company transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate, as set by its parent company.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
The lease liability is included in the 'Loans and borrowings' line in the Statement of Financial Position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Property, Plant and Equipment' line, as applicable, in the Statement of Financial Position. They are separately identifiable in the Notes to the Financial Statements.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 3.8.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
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The Company as a lessee (continued)
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As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has not used this practical expedient.
Where assets of low value are leased, the lease costs are expensed to profit and loss as they are incurred.
Sale and leaseback
Sale and leaseback transactions are recognised in accordance with IFRS 16:
- A proportion of profit equal to the proportion of the building sold is recognised in profit upon sale;
- A right of use asset equal to the proportion of usage retained is recognised in fixed assets;
- Lease liabilities are recognised over the term of the lease, or up to the point of any break clause if it is determined likely that the company will exercise that clause.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the period in which they become receivable.
The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
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Retirement benefit costs and termination benefits
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A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.
Income 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 ‘profit before tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
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(ii) Deferred tax (continued)
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The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
International tax reform - Pillar Two model rules
The Company has applied the mandatory exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes (i.e. income taxes arising from the jurisdictional implementation of OECD’s Pillar Two Model Rules).
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(iii) Current and deferred tax for the year
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Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
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Straight line over the term of the lease
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Where an asset's fair value is deemed to be lower than its book value, an impairment charge is recognised under the provisions of IAS 36.
During the year, management reassessed its judgement regarding the likelihood of exercising the break clause in respect of a property lease. Management now considers it no longer reasonably certain that the break clause will be exercised. As a result, the lease liability and corresponding right-of-use asset were increased by £1,025,887, and depreciation expense increased by £177,239 on an annualised basis, with the effect recognised prospectively.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
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(i) Intangible assets acquired separately
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Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
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(ii) Internally-generated intangible assets
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Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
∙the technical feasibility of completing the intangible asset so that it will be available for use or sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefits;
∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.
In respect of the company, development expenditure relates to the development of interactive platforms for the acquisition, monitoring and presentation of client data, plus products relating to the capture of that data.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Where an asset's fair value is deemed to be lower than it's book value, an impairment charge is recognised under the provisions of IAS 36.
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first in, first out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
3.Accounting policies (continued)
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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Defined contribution schemes
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Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the year to which they relate.
Although not defined by International Financial Reporting Standards, it is considered necessary in some cases to present certain items of income and expenditure separately in the financial statements to present a materially true and fair position of the results of the company.
Exceptional items of income have been disclosed in other operating income. Exceptional items of expenditure are disclosed as exceptional expenditure.
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Accounting estimates and judgements
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Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company as at 31 December 2025 are discussed below:
5.1 Judgement
Accrued income and work in progress
The management of the Company exercises judgement in estimating the completeness of projects and the expected recovery of income. The value of accrued income at the year end is £362,524 (2024: £442,934).
Intangible Assets
The management of the Company exercises judgement in estimating the allocation of time spent on internally generated development projects. Costs incurred are charged as an expense until technological feasibility, probable future benefits, intent and ability to use or sell the product, resources to complete the product, and ability to measure cost are proven. Once the product is completed and sales activity has commenced, amortisation is applied over a 4 year period, which is considered the useful life of the development costs. All intangible assets, including development and website costs, are amortised over a 4 year period. The amortisation charge recognised during the year is £129,007 (2024: £842).
Management also review the expected revenues and cash flows intangible assets are expected to make, and make appropriate impairment where it is apparent that book values exceed expected returns. During the year, no impairments (2024: £Nil) were charged to the statement of comprehensive income.
5.2 Estimates and assumptions
Estimated value of provisions (inventories, receivables)
These estimates, by their nature, tend to involve judgement in respect of the current knowledge pertaining to a future event and as such the actual cash flows and the timing of those cash flows may be different. To the extent that it is practicable, independent third-party assessments are sought in order to corroborate these judgements.
Management provides for receivables on a specific basis. This is a judgement based on a variety of factors, including age of debt, and any specifically identified circumstances. Management have performed a calculation of bad debt provisions based on the conditions of IFRS 9, using the simplified "expected credit loss" method, and have deemed that the difference between the provisions recognised under the specific basis, and those that would be recognised under IFRS 9, is immaterial.
Lease liabilities - incremental borrowing rate
The Company applies an incremental borrowing rate when measuring lease liabilities under IFRS 16. During the year, the group updated the reference borrowing rate used for this purpose. The revised rate was applied to new leases and to lease remeasurements arising during the period, including the reassessment of lease terms.
Lease liabilities - Lease term and break clauses
The management of the Company exercises judgement in determining the lease term for its property leases, including the assessment of whether break clauses are reasonably certain to be exercised. During the year, management reassessed its judgement in respect of the break clause associated with a property lease and concluded that it is no longer reasonably certain that the break clause will be exercised. As a result, the lease term was revised and the lease liability and corresponding right-of-use asset were remeasured in accordance with IFRS 16. The impact of this reassessment has been recognised prospectively.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Operating profit is stated after charging/(crediting):
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Foreign exchange (gains)/losses
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Loss/(Gain) on disposal of fixed assets
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The following is an analysis of the Company's revenue for the year from continuing operations:
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Supply of geotechnical and construction products
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Consultancy in respect of the geotechnical/construction industry
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Installation and ongoing monitoring of devices
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Analysis of revenue by country of destination:
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Timing of revenue recognition:
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Goods and services transferred at a point in time
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Employee costs in relation to restructure
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Cloud configuration and customisation costs
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Employee costs in relation to restructure
During the current year, further redundancy costs were paid as part of additional restructuring.
Legal costs
In the prior year, there were a number of matters encountered during the recruitment of some key staff members that required legal advice, which is shown here as exceptional.
Cloud configuration and customisation costs
Costs relating to material spend in relation to the implementation of new ERP systems that are expensed in accordance with the IFRIC agenda decision.
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Government grants receivable
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During the current and prior year, the business submitted claims to HM Revenue and Customs in respect of Research & Development tax credits. This has been recognised as Government grants receivable in the financial statements.
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the company's auditors for the audit of the Company's financial statements
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Fees payable to the company's auditors for other services
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the directors of the Company listed on page 5, and the Chief Financial Officer of the Company.
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Defined contribution scheme costs
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Compensation for loss of office
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The monthly average number of persons, including the directors, employed by the Company during the year was as follows:
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Company contributions to pension schemes
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Compensation for loss of office
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During the year, retirement benefits were accruing to the following number of directors in respect of qualifying services:
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Defined contribution schemes
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The highest paid director's emoluments were as follows:
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Total emoluments and amounts receivable under long-term incentive schemes (excluding shares)
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Finance income and expense
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Recognised in profit or loss
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Interest receivable from group companies
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Other interest receivable
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Finance leases (interest portion)
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Loans from group undertakings
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Other loan interest payable
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Net finance (expense)/income recognised in profit or loss
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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14.1 Income tax recognised in profit or loss
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Current tax on profits for the year
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Adjustments in respect of prior years
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Origination and reversal of timing differences
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Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
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Income tax expense (including income tax on associate, joint venture and discontinued operations)
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Profit before income taxes
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Tax using the Company's domestic tax rate of 25% (2024:25%)
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Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Non-taxable income less expenses not deductible for tax purposes
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Movement in deferred tax not recognised
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Other differences leading to an increase/(decrease) in the tax charge
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
14.Tax expense (continued)
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14.2 Current tax assets and liabilities
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14.3 Deferred tax balances
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The following is the analysis of deferred tax assets/(liabilities) presented in the statement of financial position:
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Recognised in profit or loss
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Property, plant and equipment
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Property, plant and equipment
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
15.Property, plant and equipment (continued)
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Accumulated depreciation and impairment
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Charge owned for the year
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Charged financed for the year
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Charge owned for the year
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Charged financed for the year
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
16.Intangible assets (continued)
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Accumulated amortisation and impairment
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Charge for the year - owned
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Charge for the year - owned
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Development expenditure relates to the development of interactive platforms or products for the acquisition, monitoring and presentation of client data.
During the year, certain intangible assets were brought into use following completion of development activities, resulting in an increased amortisation charge compared with the prior year.
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The value of inventories includes £416,116 in respect of write-downs of inventory to net realisable value (2024 - £397,288).
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Trade and other receivables
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Less: provision for impairment of trade receivables
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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Total current trade and other receivables
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The carrying value of trade and other receivables classified as loans and receivables approximates fair value.
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Trade receivables due and not impaired financial assets:
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Trade receivables due and fully impaired financial assets:
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
18.Trade and other receivables (continued)
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Movements in the impairment allowance for trade receivables are as follows:
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Receivable written off during the year as uncollectible
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The average credit period on sale of goods is 28 days (2024: 42 days). A debt factoring facility is used by the
Company and including the facility for average credit period of sale of good calculation gives a average credit
period of 16 days (2024: 19 days).
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Payables to related parties (debt)
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Total current trade and other payables
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The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.
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The average credit period taken for trade purchases is 85 days (2024: 75 days).
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Total loans and borrowings
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The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
All of the Company's loans and borrowings are in GBP.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Leases are recognised in accordance with IFRS 16 as explained in the accounting policies note 3.3 of these financial statements, whereby Right of use assets are recorded on inception of the lease, with a corresponding lease liability, equal to the present value of committed future lease payments.
The net book value of Right of use assets is £1,576,071 (2024: £756,890), as shown in note 15 (property, plant and equipment). Of this balance, £1,333,457 (2024: £482,391) relates to leases on properties the company occupies, with the remainder relating to plant and machinery and motor vehicle leases. All leases have fixed payments.
The present value of lease liabilities and the classification as current and non-current is shown in note 20.
Total leases include a property that was the subject of a sale and leaseback transaction in 2021. During the year, management reassessed the lease break clause and concluded it is no longer reasonably certain that the option will be exercised; accordingly, the lease liability was remeasured, resulting in an increase of £1,025,887 to both the lease liability and the corresponding right-of-use asset in accordance with IFRS 16. The impact has been recognised prospectively.
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Lease liabilities are due as follows:
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Contractual undiscounted cash flows due
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Between one year and five years
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The following amounts in respect of leases have been recognised in profit or loss:
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Interest expense on lease liabilities
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Ordinary shares of £1.00 each
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Ordinary shares of £1.00 each
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At 1 January and 31 December
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Capital redemption reserve
Represents capital repurchased by the company.
Retained earnings
The profit and loss account includes all prior period retained profits and losses, net of dividends.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Financial instruments - fair values and risk management
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24.1 Financial risk management objectives
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The Company is exposed through its operations to the following financial risks:
• Funding and liquidity risk
• Credit risk from trade receivables
• Foreign exchange risk
In the process of managing these financial risks, the Company uses the following financial instruments:
• Cash at bank
• Trade receivables
• Trade and other payables
• Other loans
The Company’s overall risk management programme focuses on reducing financial risk as much as possible and therefore seeks to minimise potential adverse effects on the Company’s financial performance. Policies and procedures for managing these risks are set by the Board and are summarised below. Further quantitative information in respect of these risks is presented throughout these financial statements.
Credit risk
The Company is exposed to credit risk with respect to trade receivables due from its customers. The Company has a set of procedures in place to manage this risk which includes assessing the credit risk of new customers before accepting orders, setting appropriate credit limits which are reviewed and updated on an annual basis and monitoring outstanding balances in accordance with these. The Company takes a prudent view in assessing the risk of non-payment by customers and considers provision for all debts more than 6 months overdue unless there are specific circumstances to indicate that the risk of non-payment can and will be mitigated.
Funding and liquidity risk
By its Liquidity Management procedures, the Company aims to ensure that its liquidity is sufficient to meet the Company’s obligations at all times without exposing the Company to unacceptable losses or reputational risk. For that purpose, the Company monitors its cash flows on an annual basis for the next 12 months as part of the budgeting process, and on a weekly basis for the next 12 weeks, to ensure that it has sufficient liquidity to pay its expected operating expenses and financial liabilities as they fall due. The financing of the Company is expected to derive from its operating activities, which include the use of an overdraft facility provided by the Company’s bankers, with additional funding requirements to come from loans from the Company’s shareholder if required.
Price risk
The Company has some exposure to commodity price risk. Management of this risk is an integral part of the Company’s control and business processes, including preparation of monthly cost reports and detailed monthly review of the costs by Management. Mitigating actions include both the re-negotiation of input prices with the Company’s supply chain plus the review of selling prices to customers to mitigate the impact on profit.
Interest rate risk
The Company has a minor amount of interest rate risk associated with the debt factoring facility used for some trade receivables. This is managed by ensuring timely collection of trade receivables to minimise the time period for which the debt factoring facility is utilised. With the exception of this, the Company is not exposed to any significant interest rate risk as its operations are financed primarily by equity, working capital and retained profit.
Capital Management
Capital comprises share capital and retained earnings. The Company’s objective when maintaining capital is to safeguard the Company’s ability to continue as a going concern so that it can provide returns to shareholders and benefits for other stakeholders. In order to maintain the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
24.Financial instruments - fair values and risk management (continued)
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24.1 Financial risk management objectives (continued)
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Financial Instruments
The other numerical disclosures required by IFRS 7 ‘Financial Instruments: Disclosures’ in relation to financial instruments are included in notes 18 to 20.
Fair value of Financial Assets and Liabilities
The fair values of financial assets and liabilities are determined to be equivalent to their book values. The Company uses a fair value hierarchy for determining and disclosing the fair values of financial instruments by valuation technique, in accordance with IFRS 13. All of the financial instruments held by the Company are included in the level 2 hierarchy.
Foreign exchange risk
The company undertakes transactions in foreign currencies, predominantly the Euro. As a result, the company is exposed to fluctuations in exchange rates. The company does not use derivative financial instruments to manage the exchange rate risk.
At the year end, the company had assets of £55,964 and liabilities of £1,731,841 denoted in foreign currencies. Were GBP to strengthen by 10% against these currencies, this would result in an increase to net assets of £152,352. Were GBP to weaken by 10%, this would result in a reduction of net assets of £186,209.
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
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Related party transactions
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Details of transactions between the Company and its related parties are disclosed below.
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25.1 Trading transactions
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During the year, the Company entered into the following trading transactions with related parties:
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Fellow subsidiaries of the ultimate parent
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The following balances were outstanding at the end of the reporting period:
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Amounts owed by related parties
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Amounts owed to related parties
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Fellow subsidiaries of the ultimate parent
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Sale of goods and services to related parties is made in accordance with the DYWIDAG group transfer pricing policy. Purchases were made at market price discounted to reflect the quantity of goods purchased and the relationship between the parties.
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25.2 Loans to related parties
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In the current year, the balance at the beginning of the period was nil and there was no accrued interest. No advances or repayments were made in the year and the balance owing at the year end was nil.
During the prior year, the company made advances of £500,000 to a fellow subsidiary. Also in the prior year, as a result of netting of trading balances, a further £72,554 was also added to the loan balance. The balance was cleared in full during the prior year with a dividend of £9,486,327 being declared. No balance was owing at the prior or current year end.
No interest (2024: £288,175) was charged on loans made to related parties during the year. Interest is charged using a rate calculated as a base rate linked to EURIBOR, plus a margin that is calculated based on a number of factors and linked to group borrowings. These rates are updated quarterly. Interest of £Nil (2024: £982,501) was repaid during the year. No balance was owing at the year end (2024: £Nil).
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
25.Related party transactions (continued)
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25.3 Loans from related parties
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Fellow subsidiaries of the ultimate parent
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During the prior year, the company was granted a credit facility by a fellow subsidiary of its ultimate parent. Total amounts drawn down during the year were £327,940. Interest of £1,995 was charged on this balance which was still outstanding at the prior year end. Interest was charged at a fixed rate.
In the current year, the whole balance was repaid in full. Interest of £1,996 was repaid during the year. No balance was outstanding at the year end.
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25.4 Other related party transactions
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Other related party transactions are as follows:
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Related party relationship
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Fellow subsidiaries of the ultimate parent
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Fellow subsidiaries of the ultimate parent
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Purchases/ Recharge expense
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DYWIDAG Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Health and Safety incident
During the year, the Company was subject to enforcement action by the Health and Safety Executive ("HSE") following an accident at its Southam site. By 31 December 2025, the Company had complied with all notices issued and HSE had acknowledged this. However, subsequent to this, on 27 April 2026, the HSE confirmed that it intends to proceed with prosecution in relation to this matter.
At the date of approval of these financial statements, the outcome of this action remains uncertain but it is possible that the company may be fined in respect of this incident. No provision has been made for this matter, as it is still subject to final court proceedings, thus the timing and extent of outflows cannot be reliably estimated at this time.
Security offered in respect of the Nordic Bond
On 22 September 2025, a group company, DSI Holding GmbH, issued Senior Secured Callable Floating Rate Bonds, up to a maximum value of €150 million (the "Nordic Bond"). On 13 March 2026, the company granted security regarding the Nordic Bond as follows:
- By way of first mortgage, all property in England and Wales, owned by it currently and acquired in the future;
- By way of first fixed charge and a qualifying floating charge, all its present and future right, title and interest in all its assets.
At the date of signing these financial statements, management are not aware of any intention by the chargeholder to make a claim in respect of these charges.
The immediate parent company was DSI Construction Holdings Luxembourg SARL, a company registered in the Luxembourg, by virtue of its controlling stake in the voting share capital of the company.
The ultimate parent company is DYWIDAG Luxembourg SARL, registered in Luxembourg, and is the smallest and largest group into which the results of the company are consolidated. Copies of the consolidated financial statements can be obtained from that company's registered office, which is 2 Rue Edward Steichen, L-2540, Luxembourg RCS Luxembourg: B 120523.
The ultimate controlling party is Triton III Fund Continuation GP SARL by virtue of its controlling stake in the ultimate parent company.
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