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

As the UK’s leading Gaseous Energy measurement and control partner nZero plays a key role in the UK’s journey to net zero by enhancing energy security, delivering innovative low-carbon solutions, and strengthening the UK’s global competitiveness while ensuring reliable power and warm homes for all.

nZero continues to be trusted by its customers delivering end to end solutions backed by over 40 years of expertise and thousands of successful projects. Services include consultancy, training, end to end project delivery from concept, design, build, install, commission and 24/7 support & maintenance. Typical gaseous energy measurement solutions include fiscal and non-fiscal metering, gas analysis, pressure control, odorisation and cyber security & digital services. Core markets are Gas Transmission & Distribution, Green Gas (Biomethane) to gas grid, Low Carbon Hydrogen & CCUS and Oil, Gas & Chemical.

Industrial services provider Bilfinger acquired nZero and its subsidiaries in May 2025 strengthening its market position in gas. Bilfinger aims to increase the efficiency and sustainability of customers in the process industry and to establish itself as the number one partner in the market for this purpose. Bilfinger’s comprehensive portfolio covers the entire value chain from consulting, engineering, manufacturing, assembly, maintenance and plant expansion to turnarounds and digital applications.

For the 15-month period, turnover increased to £57.2m (2024: £28.5m) representing a 61% pro-rata increase through the combination of delivering a larger opening order book of £51m (2024: £23m) and the markets continued investment into green gas and decarbonisation projects coupled with the RIIO2 investment cycle across the gas transmission and distribution networks.

Gross margin was maintained at 32.3% whilst administration expenses in the 15-month period increased to £10.4m, which on a pro-rata 12-month basis equates to £8.3m compared to £6.6m in the prior year representing an increase of 26%. The increase in administration expenses related to investment into training, recruitment fees and general inflation across overheads.

Operating profit before amortisation, depreciation, interest, and exceptional costs saw a substantial increase during the 15-month period, rising to £8.0m from £2.6m in the previous year. This growth was driven by the increase in turnover and a smaller proportional increase in administration expenses.

On 31 December 2025 net assets were £11.1m (2024: £6.1m). Cash at bank decreased to £5.4m (2024: £9.2m) with intercompany payments to Bilfinger more than offsetting cash generated from profit.

Cyber security remains a significant risk for nZero and its customer base. nZero now benefits from Bilfinger’s systems and resources strengthening its ability to withstand / mitigate cyber threats and during the period there has been a significant investment in its internal infrastructure, employee awareness training and processes with a view to protecting critical systems and sensitive information from digital attacks. nZero continues to work with specialist cyber security organisations for access to best of breed testing software and support and is proactively working with its customers to ensure their infrastructure and assets are adequately protected.

The Group monitors several KPIs on a regular basis including Turnover per employee; project margin, sector margin, contribution from third party costs (“Throughput”), productivity, trade debtor and trade creditor days, operating cash flow and sales pipeline conversion. The results of the KPIs are commercially sensitive information and have not been disclosed.

Investment in research and development remains a key pillar of nZero’s long term strategy to build partnerships with technology companies focused on decarbonisation solutions providing expert practical knowledge and support to help such companies commercialise new technology. During the year nZero continued its investment in research and development across a variety of novel projects.

On behalf of the board

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

The principal activity of the Company is that of a holding company.

The principal activity of the Group in the year under review was the design, build, commissioning and maintenance of equipment focused in the measurement and control of gas and liquid properties with a successful track record in the Oil, Gas and Chemical market, UK gas distribution and transmission, injection of renewable biomethane gas into the UK gas grid and the delivery of innovative solutions to decarbonise energy, while supporting customers’ commercial and technological challenges to meet the carbon emission reduction targets either they have set themselves or have been set by Government.

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The Group’s cost base and margin may be impacted by fluctuations in freight, energy, labour and other input costs. The Group has a strong commercial focus on procurement. Pricing and cost improvement initiatives are maintained along with ongoing monitoring of the commercial implications of commodity price and other input cost movements.

Liquidity risk is the risk that an entity will encounter difficulties in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing the cash generation of its operations with strong focus on cash collection and regular and detailed cashflow forecasting. The business has no material exposure to non-basic financial instruments.

The ability to retain and attract talent is critical to the success of the Group operations. A fundamental pillar of the Group’s strategy is focused on its people with a goal to become a great place to work, where people feel safe and appreciated, and know they are doing something important and contributing to a net zero future. Under pinning the goal are clear and measurable objectives such as staff turnover to be less than 9.5%. Every day the team continues to work on the individual actions required to deliver the objectives such as regular clear communication from the top, wellness and team building events, staff surveys, competitive benchmarked remuneration, training and development through the nZero academy and clear succession planning.

The results of operations and financial position are measured using the functional currency of the primary economic environment in which the entity operates. Transactions are conducted in British Pounds, Euros and US Dollars. The company is exposed to exchange rate fluctuations and hence, currency rates changes are monitored to minimise the effect on results of operations.

Credit risk is the risk that customers or counterparties will not be able to meet their obligations to the company. The company has policies aimed at minimising such losses and require that deferred payment terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.

The risk faced by the business is the regulatory risk relating to changes to employment and tax legislation. The company actively engages in the consultation phase of any proposed legislative changes, and positively embraces the final legislation. The company is committed to investing in both the resources and system changes necessary to ensure full compliance with such legislative changes.

Saffery LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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 company is aware of that information.

We have audited the financial statements of nZero Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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 and of the parent company's affairs as at 31 December 2025 and of the group's profit for the period 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.

Emphasis of Matter - Financial statements prepared on a basis other than going concern

We draw attention to Note 1.4 to the financial statements which explains that the directors have hived the trade and assets of the company to the immediate parent company of nZero Group Limited, Bilfinger UK Limited on 30 April 2026 and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern.

Our opinion is not modified in this regard.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 the audit:

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

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

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

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

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

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

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

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

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

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

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

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 auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 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.

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 £3,951k (2024 - £438k loss).

nZero Group Limited (“the company”) is a private company, limited by shares, incorporated in England and Wales. The registered office is Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX.

The group consists of nZero Group Limited and all of its subsidiaries.

The financial statements have been prepared for a period of fifteen months in order to bring the company's year end in line with that of the parent company. In the prior year the financial statements were prepared for a period of twelve months. As a result, the results for this year are not entirely comparable with those for the prior year.

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 £000.

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 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• 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.

nZero Group Limited is a wholly owned subsidiary of Bilfinger SE and the results of nZero Group Limited are included in the consolidated financial statements of Bilfinger SE, a company registered in Germany. This is the largest group in which the company's results are consolidated.

Bilfinger SE consolidated accounts are available from Oskar-Meixner-Straße 1, 68163 Mannheim, Germany.

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

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

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The financial statements have been prepared on a basis other than a going concern for the 15-month period ended 31 December 2025. The directors draw attention to the post balance sheet events outlined on note 28, which are relevant to the assessment of going concern beyond the balance sheet date.

On 30 April 2026, the trade, assets and liabilities of nZero Group Limited and its subsidiaries will be hived up and transferred into Bilfinger UK Limited, the company's immediate parent undertaking, as part of a planned intra-group reorganisation. Following completion of this transfer, nZero Group Limited will cease to trade and will become a dormant company. Therefore, the going concern basis of accounting is not appropriate.

The directors have concluded that it is appropriate to prepare the financial statements for the period ended 31 December 2025 on a basis other than going concern, as the company was trading throughout the period under review and continued to do so up to the date of the hive-up but will cease to trade following the 30 April 2026. The cessation of trade is the result of a planned and orderly intra-group restructuring initiated by the parent undertaking, and not because of any financial distress, inability to meet obligations as they fall due, or uncertainty regarding the company's financial position during the reporting period.

The directors are satisfied that all known liabilities of the company and its subsidiaries will be settled or assumed by Bilfinger UK Limited as part of the hive-up process, and that no material uncertainty exists in respect of the company's ability to meet its obligations prior to that date.

The directors have not made any adjustments to the carrying values of non‑current assets or liabilities recognised in the financial statements, as these are expected to transfer as part of the hive‑up and continue in operational use. Accordingly, there is no change in the economic substance of these assets and liabilities, and their carrying values remain consistent with the amounts expected to be realised or settled.

Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and the turnover can be reliably measured. Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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 it is probable will be recovered.

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all the expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if certain specific criteria are met in order to demonstrate the asset will produce probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are then amortised on a straight line basis over their useful economic lives which range from 3 to 6 years.

If it is not possible to distinguish between the research and development phases of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

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

Goodwill - 10 years

Brand - 10 years

Customer lists - 10 years

Order books - 1.5 years

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

Intangible assets acquired separately from a business 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.

Software development costs

Expenditure on development activities is capitalised if the process is technically and commercially feasible and the group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials and direct labour. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses, and is written off over 5 years on a straight line basis.

Amortisation 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:

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.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries 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.

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

Cost is determined based on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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

Work in progress

Work in progress debtors represent the gross unbilled amount for contract work performed to date. They are measured at cost plus profit to date, less a provision for foreseeable losses, and less amounts billed to date. Variations are included in contract revenue when they are reliably measurable and it is probable that the customer will approve the variation itself and the revenue arising from the variation. Claims are included in contract revenue only when they are reliably measurable and negotiations have reached an advanced stage, such that it is probable that the customer will accept the claim. Cost includes all expenditure related directly to specific projects.

Construction contract debtors are presented as either work in progress or accrued income on the balance sheet. If invoices issued to customers exceed the income recognised, then the difference is presented in accruals and deferred income in the balance sheet.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks 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, 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.

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

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

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

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

Research and development tax credits

The company, in the normal course of business, incurs expenses that are related to research and development and as such attract tax credits from HMRC. These credits are recognised as a credit within the income tax line of the profit and loss in the period in which the claim has been agreed with HMRC, with the remaining unpaid but agreed balance recognised within other debtors.

Where claims are under discussion with HMRC, the credit will be recognised at the point that it is considered that the claim will sufficiently progress so that the asset recognition criteria as set out in FRS102 of virtually certain recovery is met.

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.

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.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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

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

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

The group establishes a provision for receivables for that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the aging of the receivables, past experience of recoverability, and the credit profiles of individual customers.

The company establishes a provision for inventory that is not deemed to be held at the lower of cost and net realisable value. When assessing this the directors consider the recent movement of stock, past experience and future expectations for sale.

The group depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.

The judgement is applied by management when determining the residual values of tangible fixed assets. When determining the residual value, management aim to assess the amount that the group would currently obtain for disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.

There are a number of assumptions in the calculation of work in progress in respect to construction contract debtors as described in note 1.12.

Management have prepared forecasts for the group to September 2027, which show that EBITDA is expected to grow and ultimately exceed £5m, as a result of a number of new contract wins in the medium term, and as such the carrying value of associated assets are supported during this period.

However, should forecasts not be realised, then the need for additional impairment would have to be considered. Post period end trading is broadly in line with forecast figures.

Deferred tax asset

The company has tax losses of £1,644k (2024: £5,525k), but only recognises a deferred tax asset in respect of these losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. The directors consider that sufficient future taxable profits will arise over the next five months, prior to the transfer of the trade and assets, to utilise the deferred tax asset of £393k (2024: £1,032k).

The financial statements include exceptional costs that have been separately disclosed in order to provide a clear understanding of the company’s financial performance. The exceptional costs relate to material expenses incurred during the year that are considered to be outside of the principal activities of the business and non-recurring.

The exceptional costs are in relation to the following: £438,187 of professional fees and £715,000 of employee/director related bonuses incurred in relation to the sale of 100% of the share capital of nZero Group Limited and its subsidiaries.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2024: 5).

The actual charge/(credit) for the period can be reconciled to the expected charge for the period 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:

Registered office addresses (all UK unless otherwise indicated):

The investments in subsidiaries are measured at cost.

Each trading subsidiary referenced in this note are consolidated in these financial statements.

Financial assets measured at amortised cost comprise trade and other debtors and amounts owed by group undertakings.

Financial assets measured at fair value through profit and loss comprise cash at bank and in hand.

Financial liabilities measured at amortised cost comprise amounts owed to group undertakings, trade and other creditors, bank loans, loan notes, and proceeds of factored debts.

A floating charge held by NV2 LP since 22 December 2016 was satisfied on 4 June 2025.

Deferred income includes a balance of £1,551k that relates to projects with the parent company Bilfinger UK Limited.

The loan notes were secured by a debenture over all assets held by the subsidiaries.

Interest on the loan notes accrued on the principal amount at a fixed rate of 8% per annum, and they were repayable at a 200% premium. Under the amortised cost method, interest accrued in the year amounted to £nil (2024: £255k). The loan notes, and associated redemption premium and accrued interest, were repaid in full during the prior year, amounting to £964k.

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

The deferred tax asset above is expected to partially reverse by £408k in 12 months, and relates to the accelerated capital allowances that are expected to mature within the same period, losses available to set off against future profits and short term timing differences.

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

Contributions totalling £137k were payable at the period end (2024: £73k).

The holders of each class of ordinary shares are entitled to receive dividends and to one vote per share at general meetings of the company.

Share premium represents any premiums received on the issue of new share capital. Any associated issue costs are deducted from the share premium.

Capital redemption reserve represents shares which have been redeemed by the company.

Retained earnings represents the cumulative profits and losses of the group.

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:

On 1 January 2026, the employees of the company were transferred under TUPE regulations to Bilfinger UK Limited, nZero Group Limited's immediate parent undertaking. All known employee related liabilities of the company were assumed by Bilfinger UK Limited as part of this process.

This transfer was undertaken as part of a planned intra-group reorganisation following the acquisition of nZero Group Limited and its subsidiaries by Bilfinger SE.

On 30 April 2026, the trade, assets and liabilities of nZero Group Limited and its subsidiaries were transferred to Bilfinger UK Limited, the company's immediate parent undertaking, by way of an intra-group hive-up. Following completion of this transfer, nZero Group Limited ceased to trade and became a dormant company. All known liabilities of the company and its subsidiaries were assumed by Bilfinger UK Limited as part of this process.

This transfer was undertaken as part of a planned intra-group reorganisation following the acquisition of nZero Group Limited by Bilfinger SE. The hive-up represents a non-adjusting post balance sheet event in accordance with FRS 102 Section 32, as it arose after the balance sheet date and does not reflect conditions existing at 31 December 2025.

The directors do not consider this event to give rise to any additional liabilities or obligations for the company beyond those already recognised in the financial statements for the period ended 31 December 2025.

During the prior year, loan notes which were in issue to a majority shareholder, for an original principal amount of £300k were repaid in full. The redemption payment including interest accrued on the loan notes amounted to £964k.

The ultimate controlling party of the group is Bilfinger SE. The consolidated accounts are available from Oskar-Meixner-Straße 1, 68163 Mannheim, Germany.