The Chairman presents his statement for the period.

I am pleased to state that once again, despite ongoing material cost increases in the construction sector, and amid global political and economic uncertainties, that Simpson as a privately owned construction business, is once again successful and able to report as a profitable, debt-fee business with cash reserves and a strong forward workload.

Our turnover for 2025 is £62,283,856 and profits before tax are £1,556,225, giving a result in percentage terms of 2.49%.

I appreciate and acknowledge with thanks, the commitment of the Simpson Team at all levels and locations, be that in our offices, workshop or on site.

The percentage of employees who have been with the business for over 5 years is 60%, which has remained stable over the last twelve months, and reflects on our commitment to staff development & training, and wellbeing. Our accident and incident rate for Simpson employees continues to be consistently below the HSE quoted industry average.

My thanks to all of our Clients, both new and existing, for their continued support and trust in 2025 and moving forward into 2026.

We acknowledge with thanks, our supply chain including our subcontractors and suppliers, as working closely with them and ensuring their support has in turn meant that they can be confident and comfortable working with a safe and secure construction business that will be around at the start and at the completion of projects.

I remain convinced that the complexities and experiences that we’ve collectively worked through this year have created the opportunities to work collaboratively with both clients and subcontractors to show how we can work flexibly together and certainly helped Simpson demonstrate that our focus is not just about profitability, but on delivering safely and in a supportive and timely manner.

The coming year will globally bring its own challenges, as we are already experiencing. Simpson remains resilient and flexible in order to respond to these demands.

I also express our thanks to our Bankers, and our trusted Financial and Legal Advisors who have all continued to provide us with support and guidance through these challenging times.

We all continue to work as a team to support and enhance our delivery and have helped maintain our position as “the preferred choice” to our Clients.

The Directors present their Strategic Report for Simpson (York) Holdings Limited for the year ended 31 December 2025.

Our Directors continued to deliver a profitable business operation as we successfully navigate another year of continued political and economic uncertainty. The team remain committed and skilled in terms of delivering projects in a safe, sustainable and enjoyable manner. We maintain our environmental standards/commitments and have achieved a re-certification/accreditation for:

• Chain of Custody Certification in terms of Bespoke Joinery works

• Re-accreditation with the renewal of ISO 9001, 14001 & 45001

• Other certifications include CHAS, Achilles, QMark and Investors in People.

We acknowledge that we work in a cost-sensitive market, and government policy has increased costs this year, including significant increases in National Insurance and National Minimum Wage, which are difficult to pass on to Clients. This has impacted our profitability, along with high interest rates and inflation, which have affected our clients and their ability to commit funding and commencement of new projects. We continue to be committed to performing above and beyond client expectations, at all levels, despite these additional challenges.

We remain a recognised Contractor in both the fit-out and construction marketplace, and with our established reputation for delivering Heritage schemes. This is achieved importantly through our 133 direct employees who enable us to maintain our strong long-term relationships with our key Clients as well as assisting in developing new Client relationships. The foundation of these relationships is based on our collaborative approach with our Clients and their Professionals to enable them to achieve their own goals whilst in parallel sustainably delivering our projects.

The training, development and wellbeing of our employees remains a high priority to the business, and we continue to invest in supporting our employees mental health by training a number of staff to be “Mental Health First Aiders” both in the offices and on site. These individuals are a point of contact should anyone in the business be experiencing mental health distress and they are trained to provide initial support/ direct the individual to/or help engage further support if required. Furthermore, we have partnered with an external provider who provides 24-hour helplines, counselling sessions and general pastoral care.

We continue to conduct our business in an ethical manner with commitment to the highest standards of Health & Safety for our workforce whilst maintaining the ethos of our core values:

Passionate

Responsible

Inclusive

Dedicated

Engaged

Simpson continue to be a debt free business whilst also being accountable to all our Stakeholders.

We appreciate and acknowledge with thanks, the commitment of the Simpson team at all site levels and locations, at our Head Office, in the Joinery workshop, as well as our satellite office in Portsmouth, which supports our works in Southern England.

Our valued long-term relationships continue to prosper in fit-out, with particular focus on retail, leisure and veterinary care. We enjoy a continuing stream of workload nationwide with our Framework partners in this sector.

The construction team have been busy with workload from a number of clients including the completion of Bradford Arts Centre, and works for Land Securities at the White Rose Centre in Leeds.

We have continued success with our Heritage workload, where works continue at Salford Cathedral, at the Grade-2 listed South Ormsby Hall in Lincolnshire, and the church of St Michael le Belfrey in our home city of York.

Our forward workload is healthy, with high levels of repeat business for fit-out, construction and heritage teams.

In our own developments, we completed the conversion of Endsleigh Convent in Filey, and the five luxury apartments were marketed for sale; unfortunately, the market and political environment was not favourable for sales, and we have transferred them into a new group company, which now rents them as residential lettings until the market improves. All apartments are now let on 6- or 12-month residential agreements. A few miles away, preparatory works have begun for our planned Business Park in Hunmanby where we aim to support local businesses with 23 industrial units, to be built as required.

During the year, we identified that the properties in Simpson (Belle House) Limited had been incorrectly classified as investment property; these properties were developed by the business in 2021, when the market was not favourable to selling, but the intention to sell has remained throughout, and they should have remained in stock, work in progress. This has been corrected in these statements, as a prior period adjustment.

The properties at Belle House in Filey remain as holiday-lets at present, and continue to perform well and generate positive reviews; we will continue to monitor market conditions.

Our Joint Venture, Bramham House, is currently with the Planning Department at Leeds City Council, where we continue to progress our latest planning application for the development. The site is complex and brings its own unique challenges; the intention is to provide a mixture of apartments, town houses, semi- and detached homes.

At Hassacarr Close, our Business Park is currently fully let, and we are working with agents to fill the last units at Compass House.

The percentage of employees who have been with the business for over 5 years is 60%, which has remained stable over the last twelve months, and reflects on our commitment to staff training, morale and welfare.

Awards secured for the year include:

• Successfully retained all Management System standards – ISO 9001, 14001 and 45001

• Continued robust implementation of our Chain of Custody certification

• IIP registration has been maintained

• York Minster won the NFB Construction Award in the ‘Excellence in Education’ category, and was Highly Commended in the Constructing Excellence Awards for Yorkshire and the Humber for Regeneration and Conservation

The Simpson business was again recognised within the Top 100 in the York St John College in York Press business review.

Our financial stability remains strong, and our cash reserves underpins this position; all of which is demonstrated by the Dun & Bradstreet rating of 4A. This rating and assessment give continued comfort and assurance to both our existing clients and new potential clients, as well as our supply chain. This provides further confidence that we remain a solid business and one to trade with, both now and in the future.

Remaining profitable with substantial financial reserves and no debt helps illustrate the robust operational and financial systems that Simpson has in place. Our strategic focus remains with the growth and success of the business, through both our contracting business operations and development works. We feel confident that we are well placed to succeed, particularly with a strong secured forward workload for 2026.

Our construction activity for 2025 was at a turnover level of £23,484,751 and our fit-out works totalled £38,623,354. These have combined with our holiday and residential lettings to give us a turnover of £62,283,856 which has generated a profit before tax of £1,556,225.

The Directors use a range of performance measures to monitor and manage the business. These are split in to financial and non-financial Key Performance Indicators as set out below:

Profit retentions    Gross profit margin, Net profit margin, Return on capital employed

Liquidity ratios    Current ratio

Activity ratios    Debtor days, Creditor days

Capital ratios    Gearing

Non-financial    Accident incident rate, Staff turnover, Client and public complaints, Client satisfaction, Insurance claims

Whilst turnover and returns are lower for 2025, most KPI’s remain consistent with, or improve upon, previous years.

People

• Our provision of 5 training days per employee exceeds the industry average of 2 days per employee

• Over 30 courses delivered to our employees through our new online training platform

• 61% of Simpson employees have been with the business for over 5 years

• 100% of all site management have a Site Managers Safety Training Scheme/ Site Supervisors Safety Training Scheme qualification as appropriate

• 11 trained Mental Health First Aiders and 1 trained Counsellor

• Accident Incident Rate (AIR) is lower than the industry average reported by the HSE

Planet

• Over 95% of total waste diverted from landfill – we are continually looking for innovative solutions to increase this figure

• Chain of Custody registration audited and maintained for a further year, registration now being maintained for over 15 years

• Carbon Reduction plan developed setting an overall target to be Net Zero by 2050.

• The Business has set an interim target to reduce it’s Carbon footprint by 30% by 2027 (based on 2022 baseline data). A 24% reduction has been achieved to-date.

• ISO 9001, 14001 & 45001 management system registration maintained (registered since 2003)

• We continue to invest in company PHEV and EV cars

• Solar PV on our joinery workshop was ordered in 2025, and installed in early 2026. The carbon saved is the equivalent of planting an extra 266 trees per year. We acknowledge and appreciate the grant received from York and North Yorkshire Combined Authority that helped fund this.

• We continue to seek out further ways to reduce our Carbon Footprint.

Prosperity

• 14 charities (mainly local) were directly supported by the business, with donations made of £8k

• We consistently achieve “Excellent” Considerate Constructors Scheme scores, and Salford Cathedral won the Bronze certificate at the Considerate Constructors National Site Awards

The entire Simpson team remain committed to and are passionate regarding our business objective to be “the preferred choice” for our Clients’ project works, and to provide a quality, competitive, safe and sustainable delivery to all projects.

We, like many businesses, have faced new challenges posed by the worldwide political and economic uncertainty over the last few of years, which has continued into 2026, and with the ever-changing prices of fuel and materials within the construction sector. Nevertheless, throughout this our priority has remained with the safety, health and welfare of our people, clients, the public and all those involved in our projects. We feel that by working collaboratively with our clients and our team, we have and will continue to overcome these challenges.

To conclude, we remain a debt free business with significant financial strength and a substantial forward workload spread between our construction, fit-out and development activities. This helps ensure we are in a strong position to overcome any future challenges and we look forward to the opportunity of continuing to work with our Clients to deliver their activity.

Directors' statement of compliance with duty to promote the success of the Company

The Directors believe in building long-term, strong and sustainable relationships with our Clients and Suppliers. This approach has enabled the business to continue to grow and is evident in every project we undertake, and further demonstrated by the high levels of business we enjoy.

Simpson is a pro-active part of the local community through its employment and engagement with its suppliers, its training and Charitable donations.

On behalf of the board

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

The principal activity of the company is that of a parent company providing management services to subsidiaries. Additionally, the company lets out property.

The principal activity of the group is that of fit-out, construction and property development.

The results for the year are set out on page 14.

No ordinary dividends were paid during the year. The directors do not recommend payment of a final dividend.

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

The Directors believe in building long term, strong and sustainable relationships with our customers and suppliers. This approach has enabled us to win long term contracts with our customers. The company is an equal opportunities employer. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. All disabled employees are eligible for training and promotion and, within the limits of their disabilities, are given equal consideration with other applicants.

The Directors are not expecting to make any significant changes in the nature of the business in the near future.

Information is not shown in the director's report because it is shown in the strategic report instead under s414C (11). The strategic report includes a business review, principal risk and uncertainties and financial key performance indicators.

In accordance with the company's articles, a resolution proposing that Azets Audit Services Limited be reappointed as auditor of the group will be put at a General Meeting.

The company has chosen to report energy and carbon data in its Annual Reporting in line with the UK Government Streamlined Energy and Carbon Reporting (SECR) legislation. Following a full analysis of the relevant Scopes & Categories of emissions, relating to Direct & Indirect emissions, the following Carbon Emissions have been calculated for the company in the reporting year.

Our baseline reporting year of 2022 has been revised to reflect the addition of Employee commuting now factored into the data.

Carbon Emissions for the Reporting Year were 551.4 tonnes, which has fallen by 24.2% from the revised baseline in 2022.

SECR Energy & Carbon Emissions (kWh & tonnes CO2e)

The data contained in the table below represents total emissions calculated and is consistent with SECR requirements. All sources of emissions that have been measured are included in the totals below. Emissions from key activities are summarised in the previous sections.

Information is not shown in the director's report because it is shown in the strategic report instead under s414C (11). The strategic report includes a business review, principal risk and uncertainties and financial key performance indicators. true

Under section 487(2) of the Companies Act 2006, Azets Audit Services Limited will be reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

We have audited the financial statements of Simpson (York) Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

• we have not received all the information and explanations we require for our audit.

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

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

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

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias;

• Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £488,713 (2024 - £484,484 profit).

Simpson (York) Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 10 Hassacarr Close, Chessingham Park, Dunnington, York, North Yorkshire, YO19 5SN.

The group consists of Simpson (York) Holdings Limited, its subsidiaries and interests in a joint venture.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The consolidated group financial statements consist of the financial statements of the parent company Simpson (York) Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The directors have considered all factors, including in the wider economy, as part of their assessment of going concern. Although the current economic and political climate creates both cashflow and profitability risks for the company and the group, the company and the group continue to trade profitably and are cash generative. Budgets and cashflows have been prepared using assumptions for capital expenditure, customer demand and supply chain costs. These budgets and cashflows indicate continuing profitability and cash generation, consequently the directors believe on balance that they have sufficient resources to enable trading to continue for a period of at least one year from the date of approval of the financial statements. Accordingly, these financial statements have been prepared on the going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover from the provision of construction contracts is recognised by reference to the stage of completion, when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by assessing project costs incurred as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Holiday let income is recognised according to the date of the stay.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Investments in subsidiaries and joint ventures are measured at cost less accumulated impairment.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

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

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Work in progress in respect of speculative developments is stated at cost to the extent that the development is expected to be profitable.  When it is probable that total development costs will exceed total turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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

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

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

Outstanding trade debtor balances are reviewed on a line by line basis by the directors to identify possible amounts where a provision is required. Directors closely manage the collection of trade debtors and therefore are able to identify balances where there is uncertainty about recoverability, and determine what provision is required (if any).

The majority of the group's activities are undertaken via long-term construction contracts which can span more than one accounting period. These contracts are accounted for in accordance with FRS 102 which requires estimates to be made for the contract costs and revenue.

Directors base their judgement of contract costs and revenue on the latest available information, which includes detailed contract valuations. Contract costs and revenue are affected by a variety of uncertainties that depend on the outcome of future events and often need to be revised as events unfold and uncertainties are resolved. The estimates are updated regularly and any impact reflected as appropriate.

Investment property is carried at fair value determined at regular intervals by external valuers and derived from the current market rents and investment property yields for comparable real estate.

Investment property details are disclosed in note 13.

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

Their aggregate remuneration comprised:

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

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

The carrying value of land and buildings comprises:

Freehold property is land which has been rented to another group entity and is not depreciated.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

An external valuation was obtained for the units on Hassacarr Close Business Park from Howard Jenkins Property Consultancy on 15 December 2023 for £3,500,000. This was based upon the open market rates for the existing use. Additions of £250,000 have been added to this cluster of properties since this valuation and the directors consider the current carrying value to be a reasonable approximation to the current fair value. For the purpose of the group consolidation, a reclassification of £390,000 has been made between investment property and freehold property.

A separate external valuation was obtained for Compass House from Howard Jenkins Property Consultancy on 2 February 2026 for £1,470,000. The directors consider this to be a reasonable approximation of the fair value at the year end date.

The remaining £80,873 represents ongoing work in progress in developing further investment opportunities and the directors consider the current carrying value to be a reasonable approximation to the current fair value.

During the year the directors took the decision to restate investment properties totalling £1,855,897 from investment property to stock. See note 35 for restatement.

During the year the directors took the decision to restate investment properties totalling £1,855,897 from investment property to stock. See note 35 for restatement.

Company

£2,810,383 (2024 - £2,577,350) of amounts owed by group undertakings represent secured loans that are repayable within one year.

The remaining amounts owed by group undertakings represent unsecured loans that are interest free and are repayable on demand.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Obligations are secured against the assets to which they relate.

Obligations under finance leases are secured as detailed in note 17.

Company

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Obligations under finance leases are secured as detailed in note 17.

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £55,499 (2024 - £55,573) were payable to the fund at the balance sheet date.

The A and B Ordinary shares carry ten votes per share and the C ordinary shares have one vote per

share and dividends may be distributed at a differential rate between the classes of shareholders. There

are no restrictions on repayment of share capital between the different type of shareholders.

At December 2025, there were contingent liabilities in respect of performance bonds arranged with the insurance company which amounted to £1,380,177 (2024 - £4,250,000).

HSBC plc holds a fixed charge over book debts, goodwill, uncalled capital and intellectual property and a floating charge over the other assets of the group.

There are unlimited cross guarantees and a right of group set off between Simpson (York) Limited and Simpson (York) Holdings Limited in favour of HSBC plc.

On 28 October 2024, an individual working on behalf of a sub-contractor on our Kala Sangam project was unfortunately injured in an accident. This accident is currently the subject of a Health & Safety Executive investigation, and we await the outcome of their findings.

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

The group is also a lessor and had the following minimum lease income under non-cancellable operating leases as follows:

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

The group rents premises from R.C. & B. Gatenby, directors, under a formal lease agreement. Rent of £159,936 (2024 - £159,936) was paid during the year. Included within creditors, amounts falling due within one year, is an amount of £nil (2024 - £1,299) due to R C & B Gatenby. The balance is interest free and repayable on demand.

The group rents premises from Crescent Trustees Limited under a formal lease agreement. Crescent Trustees Limited are the professional trustees of the SIPP of R.C. & B. Gatenby. Rent of £104,000 (2024 - £104,000) was paid during the year.

Simpson (York) Holdings Limited has given a loan to its subsidiary company, Bramham House Limited and was owed at 31 December 2025, £2,810,383 (2024 - £2,577,350) No interest was charged on this loan in the current accounting year.

During the year Bramham House Limited paid Vincent & Partners Ltd, a connected company, for services amounting to £82,677 (2024 - £33,069). These amounts were included in stock at the year end.

The group has taken advantage of the exemption contained in Section 33 of FRS 102 'Related Party Disclosures' from disclosing transactions with entities which are part of the group, since 100% of the voting rights in the company are controlled within the group and the company is included within the group accounts which are publicly available.

Included within debtors due within one year are amounts of £741,746 (2024 - £827,171) due from various directors and shareholders of Simpson (York) Limited. The balances are interest free and are repayable when their relative shareholdings are ultimately disposed of.

The company was previously under the control of Mr R C and Mrs B Gatenby, throughout the current and previous year but subsequent to the year end on 25 March 2026 following share transfers, the company is now controlled by Mr R C Gatenby, Mrs B Gatenby and Mr A Gatenby.

Simpson (York) Holdings Limited has, in accordance with s479C of the Companies Act 2006, provided a guarantee over the liabilities of its subsidiaries; Simpson (Belle House) Limited (company registration number 13260628; registered in England & Wales; registered office address is Unit 10, Hassacarr Close, Dunington, York, YO19 5SN) and Simpson (York) Endsleigh Convent Ltd (company registration number 16664023; registered in England & Wales; registered office address is Unit 10, Hassacarr Close, Dunington, York, YO19 5SN) which permits the subsidiaries to not obtain an audit of the individual financial statements for the year ended 31 December 2025, in accordance with the exemptions conferred by s479A Companies Act 2006.

The companies listed below are Resident Management Companies (RMC's) currently controlled by the group. Control is exercised by the group's power to appoint directors and the group voting rights in these companies. All RMC's are companies limited by guarantee without share capital (unless otherwise stated) and incorporated in the UK.

The capital, reserves and profit and loss for the year have not been stated for these RMC's as beneficial interest in any assets or liabilities of these companies is held by the residents. These companies have not been included in the consolidated accounts, are temporary members of the group and will be handed over to residents in due course.

- Endsleigh Convent Management Company Limited

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

Registered office addresses (all UK unless otherwise indicated):

Details of joint ventures at 31 December 2025 are as follows:

It was identified during the year that the properties held were incorrectly classified in the prior years financial statements. The properties are being actively developed and as such should have always been classified as stock; work in progress. The intention of the directors from the outset of the development was to sell the properties once complete.