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

The principal activities of the group during the year encompassed all disciplines of architecture, consulting, engineering and project management, including specialist areas such as economic analysis, mechanical and electrical, building structures, civil engineering, land development and regeneration infrastructure, traffic and transportation, rail, intelligent transportation systems, waste management, water, wastewater, environmental, sustainability, facilities management and property services. The group also undertook research, branding, and graphic design consultancy services.

During the year, the Group operated in a challenging external environment, with market conditions affecting activity levels across several of our sectors. In response, we undertook targeted restructuring in areas where conditions were most difficult, while continuing to invest in parts of the business showing stronger long‑term potential. These measured actions improved the balance and efficiency of the Group and ensured we remained aligned to the markets where we create the most value. As a result, the business ends the year in a more resilient position and well placed to progress our strategic priorities in the period ahead. The performance of the Group in the financial year is considered successful, with an EBITDA of £4.2m (2024: £7.3m), reflecting the impact of the challenging market conditions and the costs associated with restructuring.

Our business model focuses on the provision of professional consultancy services, primarily within the UK and Europe. 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, disciplines, 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, Costain, West Midlands Combined Authority, South West Water, Department for Work & Pensions, Ebbsfleet Development Corporation, Lancashire Constabulary as well as various Local Authorities. Finally, we were extremely proud that in 2025, Pell Frischmann – a key RSBG UK holding – was awarded Consulting Firm of the Year at the New Civil Engineer (NCE) Awards, the preeminent awards in their industry. It is a particularly valuable achievement as Pell Frischmann heads into its centenary year in 2026.

Overall, our businesses have performed well during the year, largely due to the dedication and hard work of our staff and our inclusive and engaging culture. During the year we have worked on several large-scale projects, most notably the Department for Work & Pensions Multi-Disciplinary Professional Services Contract, Gallows Corner Flyover with Costain for Transport for London, Asset Management Plan (AMP) 8 for South West Water, as well as numerous datacentres across Europe.

The outlook for the next financial year and beyond is stable, reflecting a strong order book. Whilst growth will remain a challenge amidst continuing global economic and geopolitical uncertainties, as described in the Risks & Uncertainties section below, we remain steadfast in our commitment to pursue strategic opportunities and capitalise on emerging trends, and our focus remains consolidating our significant growth between 2022 and 2024. This involves ensuring our operations are optimal and continuing to embed the principles of resilience, sustainability, and adaptability across all aspects of our business. By continuing to prioritise areas such as asset life extension, environmental engineering and sustainability consultancy, as well as enabling infrastructure for land development, we aim to not only sustain but enhance the impact of our work. Our commitment to high-quality and innovative solutions, coupled with nurturing collaborative relationships, remains central to differentiating ourselves in an evolving marketplace. This period of consolidation will underpin our ability to seize future opportunities and deliver lasting value for all stakeholders.

The primary trends and factors with the potential for affecting the business primarily arise from external factors. The continuing effect of global instability - war in Ukraine and Middle East - contributes to volatility in energy markets, supply chains, and investor confidence. Higher than target inflation and a slower than predicted reduction in interest rates, alongside trade barrier uncertainty and continued weakness in UK economic growth remain key risks to short‑term investment in both public and private sector markets. Government spending priorities also remain uncertain following the change of Government in 2024, with fiscal headroom and adherence to established fiscal rules coming under increasing pressure in 2025.

Looking ahead to 2026, we expect these macroeconomic headwinds to continue influencing our markets. The changes to employer national insurance contributions implemented during 2025 have already introduced a higher cost base, increasing pressure on margins at a time when overall economic performance remains subdued. In this environment, our focus is on maintaining an agile, efficient, and well‑diversified business model that enables us to manage uncertainty while sustaining long‑term organisational health.

A cornerstone of our strategy is supporting our staff: we believe a motivated, knowledgeable, and empowered talent pool helps our holdings excel in a fast-changing world. Similarly, longer-term, the climate and biodiversity emergency present a significant threat to our business, the construction industry, the UK, and the wider world. This means organisations such as ours must act now as well as challenging our peers and partners on their own practices and commitments.

We are committed to corporate transparency and believe it indicates our ability to generate and preserve value over the long term. We present below the development, performance, and position of our business on these key matters:

• Equality, Diversity & Inclusion (EDI): RSBG UK remains committed to maintaining an inclusive culture that supports fairness, respect, and equal opportunities for all colleagues. Over the year, we reviewed and updated our Equality, Diversity & Inclusion Policy and strengthened EDI considerations across our people practices, including recruitment, talent reviews, and succession planning.

• Ethics: During 2025, we rolled out updated anti-corruption and anti-trust training across our businesses with further compliance system improvements (employee code of conduct, supplier/client due diligence) due for launch in 2026.

• Social Value: At the beginning of 2024, we invested in resources to support Social Value across the entirety of RSBG UK, seeking to improve overall performance within our holdings. This support continues and our wider subsidiaries have delivered further investment throughout 2025 and collaboratively delivered a range of Social Value activities.

• Health & Wellbeing: We continue to operate a wellbeing strategy to support our people, including access to independent advisors and specialists via an EAP service, along with the provision of mental health first aiders.

• Sustainability, Environment & Carbon: Sustainability strategy, policy, and carbon foot printing activities remain ongoing as we seek to address carbon neutrality and net zero targets.

We continue to operate, monitor, and review the corporate policies of our businesses in this space, including Corporate Social Responsibility, 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 £115.1m (2024: £115.1m), gross profit margin of 28.8% (2024: 29.4%) and EBITDA of £4.2m (2024: £7.3m).

Statement by the directors relating to their statutory duties under section 172(1) of the Companies Act 2006

The directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members, and in doing so have regard, amongst other matters, to the:

• Likely consequences of any decision in the long term.

• Interests of the group's employees.

• Need to foster the group's business relationships with suppliers, customers and others.

• Impact of the group's operations on the community and the environment.

• Desirability of the group maintaining a reputation for high standards of business conduct.

• Need to act fairly as between members of the group.

Stakeholders

The directors understand the importance of engagement with all of their stakeholders and give appropriate weighting to the outcome of their decisions for the relevant stakeholder in weighing up how best to promote the success of the group. The directors regularly discuss issues concerning customers, suppliers, employees, community and environment and their shareholders, which it takes into account in its discussions and in its decision-making process. In addition to this, the directors seek to understand the interests and views of the group's stakeholders by engaging with them directly when required. The below summarises the key stakeholders and the engagement with each:

Customers

The directors are in regular contact with their customers, including to obtain feedback on matters such as quality of our services. The group works closely with its customers to achieve long term client satisfaction through bespoke service delivery.

Suppliers

The group works with a range of suppliers and remains committed to being fair and transparent in dealings with all suppliers. The group has, where relevant, procedures in place requiring due diligence of suppliers as to their internal governance, including for example, their anti-bribery and corruption practices, data protection policies and modern slavery matters. The group has systems and processes in place to ensure suppliers are paid in a timely manner.

Employees

The group has a well-established management reporting structure which encourages employee engagement in an open working environment. The directors are responsible for ensuring that this structure enables effective communication and feedback between employees and management.

Community and environment

The directors are aware of the impact its activities can have on the environment and is committed to minimising the group's environmental footprint.

Shareholders

The directors also seek to behave in a responsible manner towards its shareholders. The directors communicate information relevant to its shareholders, such as its financial reporting information, in the form and frequency agreed between the parties.

On behalf of the board

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

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

Ordinary dividends were paid amounting to £2,785,000 (2024: £2,700,000). The directors do not recommend payment of a further dividend.

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 group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group'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 group'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 Consultants Limited 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 categorized 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, Pell Frischmann Consultants Limited 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 prepared the group and parent company 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 parent company, and of the profit or loss of the group for that period.

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

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom 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 group and parent company will continue in business.

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

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

We have audited the financial statements of RSBG UK Ltd (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 Statement Of Financial Position, the Company Statement Of Financial Position, 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 loss 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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or 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.

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 group's or the parent 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 group or the parent 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 noncompliance 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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The Group Statement of Comprehensive Income 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 £1,986,514 (2024: £2,044,097).

RSBG UK Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is First Floor, South Wing, 55 Baker Street, London, England, W1U 8EW.

The group consists of RSBG UK Limited and all of its subsidiaries.

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.

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’: 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 these consolidated financial statements.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated financial statements incorporate those of RSBG UK Limited and its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

One entity is not consolidated into the financial statements, Bernwood E C S Limited. This is not consolidated on the basis that the balance is immaterial, and it is treated as an investment within the accounts.

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 in 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and company will be able to meet their 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 finance and support available to the group and company (including the requirements of fellow group companies) 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 group and company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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 as intangible fixed assets to the extent that the technical, commercial and financial feasibility can be demonstrated.

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 of 17 years and is amortised on a systematic basis over its expected life.

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.

Intangible assets acquired separately from a business combination are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. All intangible fixed assets are considered to have a finite useful life of between 3 and 17 years. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed 10 years.

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 income statement.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 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 statement of financial position 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, 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 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 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 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 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 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group 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.

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 statement of financial position 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.

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.

Subsidiary audit exemption

The Company's active subsidiaries MBC Group Limited, McBains Cooper International Limited, McBains Consulting Limited, The BCS Consulting Group Limited, Urban:Kind Limited, Leslie Jones Architects Limited and The Yard Creative Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual accounts by virtue of section 479A of the Companies Act 2006.

The parent company has therefore guaranteed all existing liabilities of the above entities and this guarantee will remain in force until those liabilities are settled.

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

As part of the acquisition process, a forecast is prepared which projects the financial performance of the business over the expected earn-out period. These forecasts are reviewed and updated based on actual performance. Part of the cost of the acquisition is sometimes dependent on the trading performance of the acquired business following the transaction. The contingent consideration is based on these estimates of the future performance of the acquired business at the date of the acquisition. The contingent consideration is classified as a financial liability, measured at fair value.

On initial recognition, the assets and liabilities of the acquired business and the consideration paid for them are included in the consolidated financial statements at their fair values. In measuring fair value, management uses estimates of future cash flows and discount rates. Any subsequent changes in these estimates would affect the amount of goodwill recognised.

In attributing value to intangible assets arising on acquisition, management has made certain assumptions in terms of cash flows attributable to intellectual property and customer relationships. The key assumptions relate to the trading performance of the acquired business, royalty rates applied in the royalty relief calculation and discount rates applied to calculate the present value of future cash flows.

The Group recognises a significant amount of goodwill and intangible assets. Management have estimated the useful economic life to be between 3 to 17 years. This is based on forecasting prepared for the cash generating unit to which the assets relate.

Accrued and deferred income is 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. Judgements of the total time required to undertake the contracts are made on a regular basis and subject to management review. These judgements 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 group and company during the year was:

Their aggregate remuneration comprised:

During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.

The actual (credit)/charge for the year can be reconciled to the expected (credit)/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 address for each subsidiary is available from the company secretary at the registered office of the company.

The following companies were exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of s479A of the Act:

Leslie Jones Architects Limited, company number 04650960

MBC Group Limited, company number 05461014

McBains Consulting Limited, company number 04020722

McBains Cooper International Limited, company number 04182905

Urban:Kind Limited, company number 08624969

The Yard Creative Limited, company number 06044037

The BCS Consulting Group Limited, company number 11921311

Derivative financial instruments represents the fair value of a foreign exchange swap.

During the year, the group introduced a notional cash pooling arrangement between the company and other group entities. The bank overdraft position in the company is driven by this arrangement and is netted off at group level.

Amounts owed to group undertakings are unsecured and are repayable on demand. No interest is charged on these amounts as there is no fixed term of repayment.

Finance lease payments represent rentals payable 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.

Included within other provisions at the group level is deferred consideration of £1,873,000 (2024: £2,803,271) in relation to performance related earnout payments for The BCS Consulting Group Limited from 1 January 2023 to 31 December 2025. £666,667 is payable subject to meeting normalised EBITDA targets in each of the financial years, with an additional amount due where normalised EBITDA is in excess of those targets. A payment of £1,830,219 (2024: £1,539,548) was made during the year to settle some of the deferred consideration and an additional provision of £899,948 (2024: £1,300,189) was made to reflect improved performance expectations.

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

The deferred tax balances set out above are not expected to reverse within 12 months. The deferred tax balances on acquisitions are expected to reverse by 31 December 2037.

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.

All shares rank equally for dividends, entitlement to vote and to participate in a winding up.

The share premium account contains any amounts paid in excess of the nominal value of the share capital, net of transfers to the profit and loss account.

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.

At the balance sheet date, and as at the date of signing these financial statements, the Group is aware of a potential fire related claim. Recent legal and RICS driven changes in the market have narrowed the scope of available professional indemnity insurance—introducing exclusions and retroactive limits that may leave certain fire related claims only partly covered. A provision has been made for expected legal costs; however, no final claim value or likelihood of success has been determined, and therefore no reliable estimate of any potential PI loss can be made or provided for.

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.

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 company had no commitments under the non-cancellable leases as at the reporting date.

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

Key management personnel remuneration for the year was payable to 4 individuals and totalled £1,000,838 (2024: £1,049,409).

The immediate parent company is RSBG Investment Holding 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 and smallest 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