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

Fair review of the business

The performance of the company in the financial year is considered successful in a challenging economic climate with post tax profits of £2.4m (2024: £2.5m).

The financial year of 2025 represents the fourth year of delivery against the business’ strategic growth plan, following a period of business transformation between 2019 and 2021. This has shown that investment decisions have largely resulted in our anticipated positive trading outcomes. The underlying focus on ensuring that the company operates in a resilient and agile manner remains unchanged and operational priorities continue to drive these attributes.

Our business model focuses on the provision of professional consultancy services, primarily within the UK. We generate and preserve value through the provision of high-quality advice and gaining a truly in-depth understanding of our clients and supporting them through the delivery and realisation of their strategic objectives. We seek to maintain a blend of public and private sector workstreams, diversified across sectors, specialisms, and regions. We continue to focus on key clients with whom we have a strong history of repeat business, underpinning our value proposition. Our key clients include Homes England, National Highways, West Midlands Combined Authority, Transport for Greater Manchester, South West Water, Severn Trent Water, Kier, Costain, Galliford Try, Ebbsfleet Development Corporation as well as various Local Authorities.

Finally, we were extremely proud that in 2025, we were awarded Consulting Firm of the Year at the New Civil Engineer (NCE) Awards, the preeminent awards in our industry. It is a particularly valuable achievement as we head into our centenary year in 2026.

In the context of our primary markets, we have continued to see a mixture of both opportunity and threat. In the year following the UK general election, we experienced a significant slow down in trading in the first half of 2025 compared to previous years. This resulted in some targeted restructuring, which, aligned with an improvement in some markets saw a stronger trading in the second half of the year. In summary these are:

• Water: after decades of under investment, the Ofwat Price Review final determination in 2024 approved £104bn on infrastructure spending across AMP8 compared to £51bn across AMP7. Advanced work packages identified by South West Water in late 2024 stalled in the early part of 2025, which necessitated short term redeployment of staff as new projects were secured with other water clients, typically via design & build contractors. The second half of the year stabilised and the outlook for 2026 and beyond looks healthy. We offer niche services into this market which makes us attractive to both Tier 1 clients and D&B contractors.

• Environment: since the introduction of the Environment Act in 2021, environmental considerations across all projects in the built environment have changed and will continue to change. We have invested significantly in upskilling our staff’s awareness of these issues, placing sustainability at the heart of our business focus. Having grown our capabilities in environmental management and assessment, ecology and biodiversity, landscape design, sustainability, circular economy and net zero services into a core part of our business model, we experienced less success in further diversification and so consolidated around this offering. Anticipated planning reforms are expected to increase pressure on authorities and developers in this area.

• Buildings: the structural engineering market continues to shift towards more sustainable solutions, refurbishment and use of less carbon intensive materials. We have continued to develop these specialisms and have diversified regionally, with core teams in Cambridge and Manchester in order to expand our accessible markets. Our Cambridge team have made strong progress in the logistics market, which remains one of our key growth targets.

• Highways & Transportation: major highways project opportunities have remained scarce in 2025, although we have positioned ourselves to be the first choice consultant for a select group of major highways contractors. We have continued to focus on regional markets and multi-modal transportation projects. We introduced Urban Mobility as a priority market Sector at the start of 2025 to align with the visions of local and combined authorities and needs of major developers and we have seen steady progress since doing so. Our specialism in active travel has seen continued success alongside our public transport expertise. Where working with core highways markets we have enhanced our sustainable design credentials with market leading carbon reporting tools and processes.

• Rail: now in Network Rail Control Period 7, the industry continues to face challenges and uncertainty over major project funding, re-nationalisation and the creation of Great British Railways. We have continued to look beyond this in offering multidisciplinary rail engineering services from business case stage, through early scheme development and asset management to detailed design and implementation for heavy and light rail, trams, and guided transit infrastructure.

• Land Development: strategic land clients and the wider private sector market has again built steadily over the year as we have broadened our offering to the development market, whilst continuing to work in collaboration with a range of SME specialists with whom we have long term relationships. Housing remains a priority focus and access to Homes England via two frameworks as well as a range of private sector developers has underpinned a strong performance.

• Energy: the government ambition to double onshore wind, triple solar power, and quadruple offshore wind by 2030, aligned with National Grid forecasting that electricity demand will increase 64% by 2035 is reflected in our Energy market strategy building on the strong reputation that we have in the renewables markets from our Edinburgh office. We again saw steady growth in this market in 2025.

The outlook for the next financial year and beyond is stable, reflected in a strong order book. Whilst growth will remain a challenge amidst continuing global economic and geopolitical uncertainties, as well as a flat UK economy, we remain confident that the relationships that have been built with key clients and the routes to market available to us via frameworks will result in positive trading through 2026 and beyond.

Principal risks and uncertainties

Talent Acquisition & Retention: Having grown our staff numbers significantly through 2023 and 2024, the slow start to 2025 resulted in a reduction in total staff numbers. Recruitment remains a challenge in growth markets, as businesses look to retain their best people, often paying above market rates to do so. This is most acute in the Water sector. Retention of existing skilled staff and the targeted attraction of new talent remains an absolute priority.

Economic: We monitor economic indicators and sentiment in the markets in which we operate. We saw a negative shift in the first half of 2025 but saw an improvement in activity in the second half of the year despite there being little growth in the wider economy. Construction output grew by 1.8% in 2025 according to ONS data. Much of this growth came from private industrial work and public sector health & education.

Environment & Sustainability: The UK construction industry is the largest contributor to UK carbon and also provides the greatest opportunity for its reduction. As consultants, we have a responsibility to advise and support our clients to minimise and mitigate damage to the environment and are empowering our staff to do so through extensive training and development opportunities against their core sustainability competencies.

Our Sustainability Strategy guides us towards a more sustainable future and has minimised our

environmental footprint. Our Carbon Reduction Plan solidifies our commitment to net zero carbon by 2040. We have already seen a 68.3% reduction in Scope 1 and 2 although our continued growth and corresponding increase in size of our business operations has seen an inevitable increase in our Scope 3 emissions against 2019 baseline. We will continue to annually measure and report on our carbon footprint and reduction efforts. This process includes setting new targets and initiatives. Our broader sustainability plan also outlines goals beyond carbon, aligned with the UN Sustainable Development Goals.

In 2025, our external consultant, Eight Versa, carried out a carbon footprint assessment for both our baseline year and the year of measurement (2024). Engaging an independent third party guarantees the accuracy of our carbon calculation methods, ensuring our carbon strategy is both credible and achievable. Our carbon footprinting results continue to be verified and assured by Natural Carbon Solutions, providing a third-party audit of our baseline data and reductions achieved.

Following the 2024 review, we were awarded certification by Natural Carbon Solutions as Carbon Committed, affirming the adoption of robust carbon management practices and demonstrable improvements in operational efficiency. In addition, during the current reporting year, we have secured an additional Carbon Efficient certification, further reinforcing our sustained commitment to excellence in sustainability and continuous advancement in reducing our carbon footprint.

Financial: Our long/medium-term framework contracts bring predictable cash flows into the foreseeable future. This, together with our existing balance sheet strength, and minimal exposure to foreign exchange rate movements, significantly mitigates financial risks to our business. We minimise working capital balances and avoid overexposure to non-payment risk and support the wider industry through our commitment to prompt supply chain partners payment. Finally, we continually monitor resource utilisation, profitability, invoicing and cash collection very closely to ensure predictability of financial KPIs.

Geo-Political: Political instability in the regions within which we operate can threaten our ability to deliver contractual services and receive payment as well as endangering the safety of our staff. We obtain the latest professional risk and security information before engaging in contracts in new geographies and continue to monitor the stability and seek professional advice in respect of the markets in which we trade. The ongoing impact of the war in Ukraine and Gaza has presented a challenge to the UK economy, our clients and our staff due to its impact on inflation. We continue to monitor such matters in particular in respect of staff deployment to and securing payment from overseas locations.

Government Policy: We operate in a fluid and responsive environment which may be altered by government changes in regulation, procurement practices or policy. We mitigate this by carefully monitoring policy trends and attempting to ‘get ahead of the curve’. Notably, in respect of climate change recently, public procurement is being steered by government to ensure suppliers have a Carbon Reduction Plan and a net zero carbon commitment in place if they are to be awarded contracts over a specific value. Having already prepared a strategy and plan that responds to this, we were ahead of both the public announcement and its effect on public procurement procedure.

Health & Safety (H&S): Our business is concerned with the built environment, entailing significant safety risks to employees, clients, contractors and third parties. We take H&S seriously and ensure all staff are appropriately trained, and procedures are continuously reviewed and improved. The directors accept ultimate responsibility for the H&S and seek to ensure continual improvement in performance. Our Business Management System is ISO45001:2018 (H&S management system standard) compliant with additional and specialist certifications in place for rail via RISQS and for water via Achilles UVDB. We proactively track our Accident Incident Rate (AIR) and, once again, there have been no Enforcement/Prohibition Notices, or Offence Convictions in the year.

Physical & Data Security: Our business is dependent on the secure storage and transmission of data in either physical or electronic form. The risk of confidential data being mishandled, resulting in breach of contract, or the inappropriate release or loss of personal information of our clients or employees is significant. Because of this, our business systems will always be a target for crime, cyber or otherwise. We use appropriate physical security, secure networks and encryption in order to protect data with strong data protection business practices in place. We train staff on best practice in information security and confidentiality. We are Cyber Essentials Plus accredited and in 2022 achieved ISO 27001:2018 (information security management) accreditation for our systems.

Digitisation: Separate to the risk of data integrity is the effect of new/emerging technology on our traditional business model; much like e-commerce has disrupted the traditional high street. However, digital technology is also an opportunity. Due to our size, we can be more agile and therefore be earlier adopters of new ways of working and delivering. We were an earlier adopter of BIM and continue to see the potential in integrating a personable, relationship-based consultancy service with the speed and efficiency of automation and/or machine-learning techniques for solving problems. We continually monitor digital trends, carefully interrogate new/emerging technologies such as Artificial Intelligence and their likelihood of disruption and/or commoditisation of our services and, where relevant, seek to adopt them quickly and re-orient our business model to suit. Our Business Management System is ISO 19650:2018 (building information modelling) compliant.

Reputational Risk: Our business is built on repeat business with key clients. Reputational damage could impact our ability to win future work or indeed damage these long-term relationships. We mitigate this by managing our contractual commitments and ensuring we operate robust cost and project management systems; certified and accredited to ISO 9001:2015 (quality management system).

Corporate Social Responsibility (CSR)

We are committed to corporate transparency on broader matters and believe it indicates our ability to generate and preserve value over the long term, and to assess the management of risks which may impact the sustainability of our business or affect society more broadly. 2025 represented another year of development in our performance, position and activities, including:

• Equality, Diversity & Inclusion (EDI): In 2025 we saw the continued positive impact of our employee led EDI Action Group, empowered to develop and deliver initiatives aligned with our EDI Strategy to drive change both within our business and our industry more widely. Our diversity monitoring data suggests we are leading our peers with representation metrics including gender, ethnicity and sexual orientation showing greater diversity in our organisation in comparison to the engineering industry as a whole. This is reflected in us being awarded Level 4 Embedded Status through the Supply Chain Sustainability School's Fairness Inclusion and Respect (FIR) Growth Assessment in 2024. We believe that we are the first consultancy in our markets to achieve this. In July 2025 we were shortlisted for the NCE’s ‘Equality, Diversity and Inclusion Leader – Consultant award.

• Social Value: 2025 has been a pivotal year for social value at Pell Frischmann. We have deliberately shifted our focus away from viewing social value solely through a financial lens, towards understanding the real impact on people, communities and opportunity.

• Across our business, our people have contributed significant time, expertise and passion to support education, early careers, community wellbeing and inclusion, delivering a wide range of Social Value activities, including:

• 1,115 volunteer hours supporting local organisations/VCSEs.

• 150 young people supported through Early Careers programmes (87 Graduates, 26 Apprentices, 6 T‑Level students (54 weeks committed), 18 industrial/paid placements, 13 work‑experience students (total of 24 weeks).

• Rail Safe Friendly Programme: 20 schools sponsored, 15,215 views of safety content, 2,036 children and young people reached, £433,018 Social Value created.

• Support for 31 charities across the UK through volunteering, donations and sponsorship.

• Engagement with 62 schools through careers fairs, STEM workshops, safety talks and workshops.

• Health & Wellbeing: Our Wellbeing Action Plan incorporated the results of our comprehensive 2022 Wellbeing Survey, inviting employees to provide feedback on their work-life balance, the impact of our line managers, our wellbeing benefits, internal communications and more. This early dialogue enabled us to identify priority areas which formed the basis of our Plan. The Action Plan was intentionally developed as a holistic framework to ensure that we take a fully integrated approach to wellbeing. We based the Plan on the CIPD’s seven inter-related 'domains' of employee wellbeing as a best-practice approach which enabled us to define key objectives aligned to each domain. Through the Plan, our people can understand how everything we do is connected. For example, how our Wellbeing, Equity Diversity & Inclusion, Social Value, Sustainability and L&D strategies are integrated and collectively contribute to positive wellbeing outcomes. 2024 saw our continued delivery of key actions against the plan.

We continue to operate, monitor and review our other corporate policies in this space, including Alcohol, Drug & Substance Abuse, Anti-Bribery, Anti-Slavery & Human Trafficking, Criminal Facilitation of Tax Evasion, Fatigue Management & Working Hours, Modern Slavery and Whistle Blowing.

The directors use a range of performance measures to monitor and manage the business. A number of these measures are particularly important in the generation of shareholder value, thus are considered KPIs. Our KPIs monitor past performance which not only provides us with information to manage the business in the present, but also enables us to make informed choices regarding future strategic decisions. Turnover, gross profit margin and EBITDA are monitored closely. KPIs for the year ended 31 December 2025 are turnover of £49.2m (2024: £47.6m), gross profit margin of 17.5% (2024: 18.4%) and EBITDA of £2.8m (2024: £3.1m), with the growth in turnover being supported by our strategic investments.

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 continued to be that of multidisciplinary consulting engineering and project management including specialist areas such as building structures, civil engineering, land development and regeneration infrastructure, traffic & transportation, rail, waste management, power including nuclear power, water and environmental engineering, facilities management and property services.

The results for the year are set out on page 15.

Ordinary dividends were paid amounting to £2,375,000 (2024: £2,400,000). The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

This SECR report outlines Pell Frischmann's operational carbon footprint for the 2025 reporting year mandatory emissions under the Environmental Reporting Guidelines, calculated using methodologies aligned with industry best practices, including the GHG Protocol.

An operational control approach has been selected for this carbon footprint assessment.

Data was gathered from direct sources where available, with assumptions made where necessary, and emissions were categorised by Scope 1, 2, and 3. Scope 1 emissions included gas consumption, using location-based data estimated using m2 floor area data and the CIBSE 2021 benchmarks for a typical airconditioned office, while mobile combustion emissions were calculated based on vehicle kilometre data. For Scope 2 emissions, electricity consumption, where primary data was not readily available, was estimated using location-based data, calculated with m2 floor area and the CIBSE 2021 benchmarks a typical airconditioned office. For Scope 2 emissions where primary data was available market-based data was utilised e.g., REGO certificates indicating renewable energy use in certain sites. Scope 3 emissions, specifically from business travel, were calculated using kilometre data and emissions factors from the UK Government Conversion Factors for accommodation and car travel.

The methodology and calculations that have been used throughout this footprint report align with industry best practice guidance that is issued as part of the GHG protocol methodologies. A description of these methodologies is provided below:

• The GHG Protocol standard provides guidance for organisations who are looking to prepare a robust corporate-level GHG Emissions inventory.

• It is the most widely used reporting standard and covers the accounting and reporting of the following seven GHGs covered by the Kyoto Protocol: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PCFs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3).

• The methodology behind the GHG Protocol allows an organisation to report their carbon Emissions in tonnes of carbon dioxide equivalent (tCO2e), a reporting unit that considers the seven GHGs listed above.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

In the period covered by the report, the Company has commenced:

• Re-negotiation of electricity and gas contracts to renewables contracts with landlords and suppliers wherever possible.

• The installation of smart meters (water, gas and electricity) wherever possible.

• The introduction of retrofitted low carbon solutions (LED lighting, smart lighting, power down/off IT equipment).

• Purchase of energy efficient equipment and products to replace older, less efficient, equipment and products.

• Promotion of public transport for work-related travel and reduction in company cars / pool cars.

• The introduction of connected-technologies to enable flexible and at home working, reducing business travel and employee commuting.

• The move to more sustainable office spaces.

In the period covered by the report the Company has purchased 241,151 (2024: 212,694) kWh of renewable energy. The attributes are backed by Renewable Energy Guarantees of Origin (REGOs), and the renewable power generated is free from the use of nuclear energy as Pell Frischmann recognises this to not currently be a recognised Net Zero energy source for electricity.

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

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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

We have audited the financial statements of Pell Frischmann Consultants Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement Of Financial Position, the Statement of Changes in Equity 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 company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for 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 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 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 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.

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

• 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. 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent 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, 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

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 Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Pell Frischmann Consultants Limited is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is First Floor, South Wing, 55 Baker Street, London, W1U 8EW.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This 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:

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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 information is included in the consolidated financial statements of RSBG UK Limited, a company registered in England and Wales, as at 31 December 2025, and these financial statements may be obtained from the company secretary at the company’s registered address: First Floor, South Wing, 55 Baker Street, London, England, W1U 8EW.

At the time of approving the financial statements, the directors have a reasonable expectation that the company will be able to meet its liabilities as they fall due for the foreseeable future (and at least a period of 12 months beyond the date of approval of these financial statements). This is based on their assessment of the trading position of the company and their consideration of the impact of external factors. Having considered these factors, they have concluded that there is no significant impact to the going concern status of the company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

Turnover is recognised at the fair value of the consideration received or receivable for 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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services 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 comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, 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.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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

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

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

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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

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

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

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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 company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 company 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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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 company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

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

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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 leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Accrued and deferred income are assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones in the contract and the time spent to date. This is compared to the total time expected to be required to undertake the contract. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review. These estimates may differ from the actual results due to a variety of factors such as efficiency of working, accuracy of assessment of progress to date and client decision making.

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

Their aggregate remuneration comprised:

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

The actual credit 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:

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

The registered office for each subsidiary is available from the company secretary at the registered office address of the company.

The dilapidations provision relates to the anticipated costs for restoring the company offices to their original state on termination of the leases and is expected to be utilised in line with when the leases expire. The timing of the utilisation of other provisions is uncertain.

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

The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

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

As at the reporting end date the company had outstanding commitments for future lease payment under operating leases, which fall due as follows:

There are unquantified contingent liabilities in the normal course of business arising under consultancy contracts and the company is covered by professional indemnity insurance in respect of claims which the directors believe is adequate.

There is also an unlimited multilateral guarantee and debenture including fixed and floating charges over all assets between the company and its fellow group companies.

The company has taken advantage of the exemption available in section 33.1A of FRS 102 not to disclose transactions with other wholly owned group companies.

The immediate parent company is PF Consulting Group Limited whose registered address is First Floor, South Wing, 55 Baker Street, London, England, W1U 8EW.

The ultimate controlling party of the company is RAG-Stiftung, a company registered in Germany.

The largest group of undertakings which prepares consolidated financial statements including the company is RAG-Stiftung. These financial statements may be obtained from RAG-Stiftung, Welterbe 10, 45141 Essen, Germany.

The smallest group of undertakings which prepares consolidated financial statements including the company is PF Consulting Group Ltd. These financial statements may be obtained from PF Consulting Group Ltd, First Floor, South Wing, 55 Baker Street, London, England, W1U 8EW.