The directors present the strategic report for the year ended 30 June 2025.

Statement of Corporate Governance

Premier Modular Group Holdings Limited ("Holdings" or the “Company”) is the ultimate parent company of the Premier Modular Group and is responsible for the corporate governance of the group. Some matters are delegated to the operational businesses, but as the board meetings are attended by the same board of directors as Holdings, all corporate governance is considered to be directed through the Holdings board.

The board of Holdings comprises:

D Harris - Group CEO

M Rooney - Rental Divisional Director

C Malloy - Group CFO (Appointed 1 January 2025)

The board meetings are also attended by:

J Van Deventer - representing CS Capital Partners, V L.P.

S Winterbottom – Permanent Space Divisional Director

C Brighton - Manufacturing Director

A Roscoe - ESG and HR Director

K Maddin - representing CS Capital Partners, V L.P

J Page - representing CS Capital Partners, V L.P.

A Honan – representing MML Infrastructure I Holdco 1 Ltd

H Downie - representing MML Infrastructure I Holdco 1 Ltd

The board of Holdings meets once a month. Items that are not delegated to the operational companies are the audit and risk committee, remuneration committee, social and ethics committee and group corporate governance departments, namely internal audit and group company secretary.

Principal activities

The principal activity of the Company is an intermediate holding company for a group of companies that specialise in the manufacture, rental and sale of buildings constructed using modern methods of construction.

The business is active in a wide range of sectors, providing high quality buildings for rental and permanent applications to customers using modern methods of construction. The Group operates out of leasehold premises based in East Yorkshire which places it in the heart of the modular building, cabin and caravan construction industry where it can recruit from a labour pool steeped in the skillset required in our factory.

The modular rental division products have been developed to offer a genuinely differentiated product to our customers, allowing them to enjoy buildings with high ceiling heights and wider spans creating a superior environment to cabins and similar solutions. As we engineer every module for compatibility, the business is able to increase utilisation of the fleet as every module is capable of going into any storey of the required building without the need for additional bracing, up to a height of five or six storeys. As a result, we offer our clients cost-effective buildings on tight footprints comparable to typical office and welfare facilities, significantly improving the working environment for their employees, helping them attract and retain staff. The flexibility of our high-quality fleet allows it to perfectly serve many end market sectors including education, infrastructure, construction, healthcare and industrial/commercial markets with all the benefits of standard or bespoke solutions to suit the customer's precise needs.

The Permanent Space Division provides bespoke offsite construction solutions to its clients. Again, we operate in diverse market sectors - education, healthcare, retail, Ministry of Defense, infrastructure and social housing.

The more reliable budgeting and delivery programmes that modern methods of construction provide, plus the inherent additional health and safety benefits and lower-site activity, show that the Group resides in a sector that will expand as those advantages are realised by a greater number of potential customers and tenants. Traditional in-situ methods of construction simply cannot perform at the pace of offsite manufacturing and nor can it easily match the air-tight standards of the Group’s offerings which are therefore superior in heat retention leading directly to lower fuel running costs and to a lower carbon footprint.

Business review

The Group made a loss of £37,324k (2024: £38,428k) for the year ending 30 June 2025 and had net liabilities of £71,174k (2024: £35,304k) as at 30 June 2025.

The business inhabits a space in the market that few other companies do. It has a significant rental business with infrastructure type revenue streams, predictable cash flows into the future and a highly profitable sales business that offers genuinely superior solutions against traditional construction solutions. The Group is in a position where it is able to grow both through market sector growth and through gaining larger proportion of that market sector through its high-quality solutions.

The Group has expanded into Northern Europe through a Dutch subsidiary, Premier Modular (Netherlands) B.V., to strengthen its position in the modular construction sector which is supported by sustained demand for flexible off-site building solutions. As part of our strategic growth agenda the expansion into Northern Europe provides focus on markets that demonstrate strong infrastructure investment and increasing adoption of modern modular methods. The Company has established key commercial relationships. which has given rise to a growing pipeline in FY25 and higher visibility of contract awards in FY26. The expansion will provide a diversified revenue base and create opportunities for long-term, sustainable growth. This business is expected to reach profitability in the year ending 30 June 2027 with growth in units on rent.

On 16 June 2025, the Group sold the trading name NZP and its associated assets / liabilities to a third party. NZP formed part of the NZB legal entity which sits within the Group structure and remains a strategic platform for future growth within the rental market.

Key Performance Indicators (“KPIs”)

In addition to profit, assets and turnover, the directors consider that the Group has two non-GAAP KPIs which are considered fundamental for monitoring performance and setting strategies to improve those measures and therefore performance. The first is Cash - Earnings Before Interest, Tax, Depreciation and Amortisation ("Cash EBITDA") which the directors consider to be a more appropriate measure of cash generation than for example reporting measures such as Profit before taxation. This KPI is used to forecast surplus cash available to the business for distribution and/or reinvestment.

The second KPI discussed below is Utilisation of the modular building fleet. This measure is defined as the average number of modular fleet units income generating under contracts with customers compared to the total average number of owned modular fleet units in existence. This KPI shows the directors the efficiency of the business in putting its fleet assets to work generating returns for the business.

Reconciliation of Cash EBITDA to Operating loss:

Turnover in the year (excluding discontinued operations) was £98,613k. This was split between the £59,364k in the hire division and £39,249k in the permanent division. The core business of the Group is the hire division which continues to be the growth focus for the coming financial year.

Analysis of Development and Performance

Utilisation of the modular building fleet decreased to 76% for the year ended June 2025, compared to 85% (June 2024), and 77% (June 2023), with an average utilisation rate for the year of 80% (2024: 82%) across the year. The decline in utilisation partly represents the overall growth in fleet which increased by 460 units to 4,121 units and partly the impact of delayed project starts.

The Permanent division was hampered in year by constant project delays as inflation and general confidence in the construction sector impacted investment decisions. The consequence of project delays and the business focusing on lower risk projects resulted in a revenue reduction of 11% versus prior year. The revenue reduction was offset by a strong delivery performance on gross margins which increased by 10% year on year.

At a divisional level there have also been project issues. The two largest projects undertaken across the year have had issues through delays and cost overruns. This has led to cash constraints in the business whilst the issues are being worked through. It is believed these issues should be resolved within the calendar year 2025 and resolution will release funds into the business.

The Autumn Statement in November 2025 focused on stabilising the economy rather than driving growth following a National Living Wage increase of 4.1%, frozen tax thresholds for a further 3 years to 2031 and minimal new incentives for business innovation or investment. Whilst these changes will impact decisions around employee and capital investments, the incremental tax arising from the autumn budget is expected to hit £26 billion by 2030, which will support the government’s drive to improve public services, including infrastructure projects.

The UK faces a challenging financial landscape in 2026 shaped by a combination of slowing economic momentum, persistent structural weakness and policy-related uncertainties. UK economic growth is expected to remain modest at 1.1% – 1.3% injecting caution among firms with high labour and operating costs. Although, since the end of the financial year the Bank of England has cut its base rate by 0.50%, rates remain high at 3.75% when compared to rates enjoyed since 2008. Inflation remains above the Bank of England’s targeted 2% with an average of 2.3% forecasted for 2026 and expectations that it will remain hovering above 2% into 2027 and beyond, which creates barriers for investment and places a strain on project start dates.

The government’s requirement to spend on schools and hospital infrastructure is driven by urgent safety needs, large scale maintenance backlogs and a strategic commitment to rebuilding essential public services. Investment in these areas and other government infrastructure areas (such as prisons, nuclear and rail) are long overdue. Building on the government's existing investment in repairing and modernising schools and hospitals, modular buildings offer a strategic, scalable and cost effective solution that directly supports national objectives. Utilising modular buildings will assist in addressing infrastructure backlogs swiftly, upholding safety standards, and delivering modern facilities with minimal disruption, all while ensuring public spending is efficient, sustainable and futureproof. The risks against this opportunity is the government’s history of project overspend coupled with significant delivery delays and a growing national infrastructure funding deficit.

The UK has seen changes in legislation which have impacted on the rental industry, one of the key changes being the introduction of JCoP in 2023 to enhance Fire Regulations. The legislation has provided a new layer of complexity and cost to supplying rental units on construction sites. Whilst the changes are improving safety levels for all parties the impact has been significant when designing and testing new modular buildings. Legacy fleet remains compliant due to year of build.

Future trading and developments

Premier Modular’s project pipeline is expanding at a significant pace, driven by increasing demand across healthcare, education, commercial and public sector infrastructure. As modular construction continues to gain traction for its speed, cost efficiency and sustainability benefits, Premier Modular is securing a growing number of large scale, multi phase programmes and framework positions. This accelerated momentum reflects both the company’s strengthened market reputation and the broader shift toward modern methods of construction, positioning Premier Modular as a key delivery partner for clients seeking rapid, high quality and future ready building solutions. This growth underpins our forecasted growth plans for the business.

In accordance with section 172 of the Companies Act 2006, each of the directors acts in a way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. Our directors have regard, amongst other matters, to the:

• likely consequences of any action in the long-term;

• interests of the company's employees;

• need to foster the company's business relations;

• impact of the company's operations on the community and the environment;

• desirability of the company maintaining a reputation for the high standards of business conduct; and

• need to act fairly as between members of the company.

During the period, in order to promote long-term sustainability, the directors’ strategic decisions included looking to further diversify into markets such as infrastructure, nuclear and life sciences with a focus on increasing the mix of hire revenue and looking for opportunities to increase time on hire and renewals. To better develop, inspire and retain staff, the directors have put in place an 18 month training programme for managerial staff and driven a focus on the Group’s values through the implementation of a monthly awards scheme where staff can nominate peers for awards. ESG remains a priority and the directors have installed PV panels on its factory premises to increase the mix of renewal energy consumed.

Supplier payment terms

The current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WClA lDU).

The current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the group's contractual and other legal obligations.

Employee matters

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

Information of 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 employees are the most important asset of the business. The Managing Director presents to the employees at least three times a year reporting on business progress. The Group uses a messaging system that communicates information to staff when the screen is in screensaver mode and screens are placed in the production units so all employees can see the messages.

Health & Safety of staff is paramount and toolbox talks are held each morning for production staff to inform them on matters in the factories including H&S reminders.

The Group subscribes to a confidential Employee Assistance Programme that can offer advice and support to staff on many matters to help them cope with situations both within and outside the workplace.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company to ensure that disabled persons are not disadvantaged and that their training, career development and promotion opportunities are adjusted where necessary to give them the same opportunities as staff who are not disabled.

Customer relationships

A business is only sustainable with the continued support of its customers. We pride ourselves on the quality of service we provide to our customers and as a result, have a high level of repeated business.

Our strategy is to encourage early engagement with the client to support them in achieving their aims in a cost effective way, to optimise the benefits of offsite construction, and to ensure delivery on time and on budget. A delighted client should be a repeat client. This applies to the markets for both Permanent Space and Rental.

We request customer feedback after project handover to identify any potential performance improvements. During the year under review, it became clear that whilst our initial delivery performance was outstanding, we needed to invest more in our aftercare support.

Following invaluable feedback from customers, we have restructured our aftercare service, bringing in more senior resource and targeting tighter Service Level Agreements for our customers.

As customer feedback is so critical and central to our continuous improvement, we now engage with third party marketing consultants to gather our post-delivery feedback.

Impact of Group operations on the environment

The Executive Committee recognises the importance of minimising any impact of our operations on the environment. The business is an environmentally-responsible business and our offsite solutions are a highly sustainable method of construction:

• We supply temporary modular buildings through our Rental division and in our Permanent Space business we provide buildings which can be easily expanded or dismantled, reconfigured and relocated to other sites if required.

• We are developing a strong track record in the relocation of modular buildings owned by our clients that were not originally supplied by Premier.

• We recycle our waste and generate minimal waste to landfill in the manufacture of all our buildings - a significant achievement.

See further details under the energy consumption and greenhouse gas emissions report.

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 June 2025.

The principal activity of the Company is that of the ultimate parent company of the Premier Modular Group Holdings Limited group. The principal activity of the Group is the manufacture of modular buildings for temporary hire or permanent applications to customers in a diverse range of sectors, using modern methods of construction through modular solutions.

The results for the year are set out on page 18.

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a further dividend.

No preference dividends were paid (2024: £nil). The directors do not recommend payment of a final dividend.

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

Stakeholders

The executive committee recognises that there are a number of stakeholders in the business. The main stakeholders are identified as:

Shareholders

At the balance sheet date Premier Modular Group Holdings Limited is ultimately owned by CS Capital Partners, V L.P., MML Infrastructure I Holdco 1 Ltd and a number of its managers. The Group is required to generate a return to shareholders over a mid-term cycle.

A five-year budget and forecast is prepared on an annual basis and performance is measured against the budget. The business also reforecasts the results for the current period after each quarter end to ensure performance will still meet requirements.

Capital expenditure requests are reviewed at board level and permission is sought from CS Capital Partners, V L.P. and MML Infrastructure I Holdco 1 Ltd for all major capital investments. Cash generated by the Group can be distributed in a number of ways.

Employees

The employees of the business are its prized asset enabling the Group to deliver a high quality product and service to our clients. Communication to employees ensures engagement and is achieved through the CEO presenting to employees three times a year. On a daily basis messaging including highlighting the support of the Employee Assistance Programme is presented directly to staff through their screensavers.

Health & Safety of staff is paramount, it is vital that all employees return home in an evening without being harmed. and toolbox talks are held each morning for production staff to inform them on matters in the factories including H&S reminders.

Suppliers

As a major employer in our location we also recognise that our workforce is boosted by agency staff and subcontractors to ensure we can meet the requirements and timelines of our customers.

All suppliers whether they are labour, material or consultancy providers are considered to be an integrated part of our team. We have long-standing relationships with many of those suppliers who have supported us for many years. Each new contract is also seen as an opportunity to develop new relationships, particularly where new specialisms are required.

We are a national supplier and look to provide opportunities for suppliers local to wherever our projects are in the country.

Customers

A business is nothing without its customers and Premier Modular has positioned itself in the market to deliver the highest quality building and service to its customers.

To measure our success we seek a review from our clients at the end of each project (and after the installation phase of a rental project) and we read all feedback and engage with the client where issues are identified. There is no guarantee the client will complete the review so the sample of returns is statistically small and therefore we do not maintain an average score over any period.

To maximise the benefit of offsite modular construction it is of paramount importance that the solution is designed from the start as a modular building so we seek to engage with potential customers as early in their design process as possible. Through this route we can value engineer the solution, streamline efficiencies in the delivery programme and ensure the client receives the best possible solution at their price point. This can result in repeat business, or in a situation where we were dealing with a one-off solution for an end user, it enhances our reputation in the sector.

Qualifying third party indemnity provisions

The Group has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Charitable and political donations

Charitable donations of £4,005 (2024: £5,654) were made during the period.

No contributions were made for political purposes.

Environment

The executive committee recognises the importance of our commitment to minimising any impact of our operations on the environment.

The business is naturally environmentally responsible: our products can be dismantled and moved from site to site; they can be upsized and downsized in line with clients’ needs at the time. Our rental business provides temporary accommodation that could be for 12 months or five years and at the end of that period the building is removed to be used elsewhere with minimal waste. No in-situ building can do this.

Our rental business also recognises that clients require ever more environmentally compliant solutions. It is extending its rental offerings to include rainwater harvesting systems, solar panel solutions and smart wall sockets to allow clients to meet their environmental targets.

We recycle our waste, targeting and achieving minimal waste to landfill.

See further details under the energy consumption and greenhouse gas emissions report which follows.

Details of financial risk management are included in note 23 of the financial statements.

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

Information of 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.

Future developments

Future developments of the Group and Company are detailed in the Strategic report.

The Company is required to report under the UK Government’s Streamlined Energy and Carbon Reporting (SECR) framework.

During the financial year ended FY25, the Company consumed energy across its UK operations from electricity and fuel sources associated with operational sites and company activities. Energy consumption and associated greenhouse gas (GHG) emissions have been calculated in accordance with the UK Government’s Environmental Reporting Guidelines, using the appropriate UK emission conversion factors for the reporting year.

The Company reports the following Scope 1 and Scope 2 emissions:

• Scope 1 emissions: Direct emissions arising from fuel consumption where applicable.

• Scope 2 emissions: Indirect emissions from purchased electricity consumed at operational sites.

Where relevant, the Company also monitors selected Scope 3 emissions, including business travel and accommodation, and intends to expand the coverage and robustness of Scope 3 reporting over time.

Year-on-Year Increases in Energy Consumption

The increase in fuel consumption associated with company vehicles and the increase in purchased electricity during the reporting period primarily reflects changes in operational activity rather than a reduction in energy efficiency.

During the reporting period, the Company experienced an increase in groundworks activity across its project portfolio, including a higher number of turnkey projects. This resulted in:

• Increased use of company vehicles to support site activity, logistics, supervision, and project delivery requirements;

• Higher utilisation of plant and equipment associated with groundworks and late-stage construction activities, leading to increased fuel consumption; abd

• Increased electricity consumption at operational and site locations due to extended operating hours, temporary power requirements, and higher demand from electrically powered plant and site infrastructure.

Despite these increases, the Company continued to implement and maintain energy efficiency measures across its sites, including energy-efficient equipment and ongoing monitoring of consumption. The increase in energy use is therefore considered to be activity-driven, reflecting higher levels of operational output during the period

Energy Efficiency Actions

During FY25, the Company continued to focus on improving energy efficiency and reducing emissions through the following actions:

• Increased on-site renewable electricity generation through the operation and optimisation of solar installations, reducing reliance on grid-supplied electricity;

• Implementation of site-wide energy efficiency improvements to plant, equipment, and building infrastructure, informed by the Company’s ESOS audit and compliance programme. These measures included upgrades to energy-efficient equipment and improvements to operational controls;

• Ongoing monitoring and management of electricity consumption across operational sites to identify trends, improve energy performance, and support informed decision-making.

All conversion factors and fuel properties used in this disclosure have been taken from the 2024 “UK Government Greenhouse Gas Conversion Factors for Company Reporting” published by the Department for Energy Security & Net Zero (DESNZ) and the Department for Environment, Food & Rural Affairs (DEFRA).

Utilities - Electricity & Gas consumption expressed in kilowatt-hours has been taken from supplier invoices. Conversion factors for the average UK generation mix have been used to calculate greenhouse gas emissions. 100% of both Electricity & Gas consumption data was available for use in this report & no estimations were made.

Transport - For passenger vehicles the mileage, engine size and fuel type are recorded. The conversion factors for cars (by size): diesel, petrol & hybrid have been used to calculate greenhouse gas emissions and underlying energy use. Diesel is used to fuel forklift trucks. The volume in litres has been taken from invoices.

Other Fuels - Oil is used to fuel the heating system at the Driffield site. The conversion factors for fuel oil have been used to calculate greenhouse gas emissions and underlying energy use. Maintenance records showed no instances of refringent leaks during this period.

Fugitive Emissions - There were no instances of air-conditioning refrigerant being refilled during the year.

In line with SECR requirements, the Group reports an energy and/or emissions intensity ratio, calculated using an appropriate business metric that reflects operational activity (for example, tonnes of CO₂e per £m of revenue, per employee, or per unit of production). This ratio is used to support year-on-year comparison of energy performance.

Future Energy Efficiency Initiatives

The Group intends to build on these actions in FY26 through:

• Further investment in energy-efficient plant, equipment, and building infrastructure where economically viable;

• Continued operation of on-site renewable energy generation;

• Enhanced monitoring and reporting of business travel and accommodation emissions;

• Continued development of Scope 3 emissions reporting to improve data quality and transparency over time.

Methodology and Compliance Statement

Energy consumption and emissions data have been calculated using recognised methodologies and UK Government conversion factors applicable to the reporting period. The disclosures contained within this report comply with the requirements of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Proposed dividend

During the current and previous year, and subsequently, no dividends were proposed or paid.

Going concern

The business is part of a wider integrated Group. The going concern status of the Company is inherently linked to the going concern status of the Group. As a result, group cash flows, which include that of the Company, have been considered for the purposes of the company's going concern assessment.

The Group meets its day-to-day working capital requirements through its cash reserves and borrowings. The principal risks and uncertainties associated with the business, together with policies for managing these risks are as described in the strategic report. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company will be able to operate within the level of its current cash reserves and borrowings. The directors have modelled a range of severe but plausible scenarios to assess the impact of key risks that could reasonably arise and management's potential responses and the scenarios indicate continued compliance with banking covenants and sufficient liquidity throughout the going concern review period.

Having made appropriate enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.The Group made a loss of £37,324k (2024: £38,428k) for the period ending 30 June 2025 and had net liabilities of £71,174k (2024: £35,304k) as at 30 June 2025 and had net current liabilities of £11,949k (2024: £9,519k as restated) as at 30 June 2025.

In undertaking a going concern review, the Directors have considered the principal risk areas, including the macroeconomic uncertainty caused by the Russian invasion of Ukraine, and subsequent rises in energy costs and the rising interest rates that they identify as material to the assessment of going concern.

The Company is providing support to other entities within the group by way of intercompany loans. These are not secured and are not expected to be repaid within 12 months.

The directors are of the opinion that it is correct to continue to prepare the financial statements on a going concern basis.

RSM Hull LLP were appointed as auditor 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.

In the case of each director in office at the date the directors' report is approved:

•     so far as the director is aware, there is no relevant audit information of which the company's auditors are     unaware; and

•     they have taken all the steps that they ought to have taken as a director in order to make themselves     aware of any relevant audit information and to establish that the company's auditors are aware of that     information.

This confirmation is given and should be interpreted in the accordance with the provisions of section 418 of the Companies Act 2006.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB) and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable IFRSs as issued by the International Accounting Standards Board (IASB) have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; 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 safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also 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.

The financial statements on pages 18 to 68 were approved by the board of directors and authorised for issue on 19 May 2026 and are signed on its behalf by:

We have audited the financial statements of Premier Modular Group Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2025 which comprise the Group Statement of Comprehensive Income, Group Statement of Financial Position, Group Statement of Changes in Equity, Group Statement of Cash Flow, Parent Company Statement of Financial Position, Parent Company Statement of Changes in Equity, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards FRS 101 “Reduced Disclosure Framework (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 of the parent company’s affairs as at 30 June 2025 and of the group’s loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements 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 or the 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 the audit:

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

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

In the light of the knowledge and understanding of the group and 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 set out on page 14, 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 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 group or 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.

The extent to which our procedures are capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk 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 and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are IFRS/UK-adopted IAS, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments, evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business and challenging judgments and estimates applied in the recognition of revenue across each revenue stream.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://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 company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Restatement in the year ended 2024 is solely for the purpose of presenting discontinued operations as a separate line item.

Premier Modular Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Premier Modular Limited, Catfoss Industrial Estate, Catfoss Lane, Catfoss Airfield, Brandesburton, Driffield, East Yorkshire, YO25 8EJ. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Premier Modular Group Holdings Limited and all of its subsidiaries.

The Group consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, except for the revaluation of investment property which is held at fair value. The principal accounting policies adopted are set out below.

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. Costs directly attributable to the business combination are allocated to the profit and loss account.

The excess of the cost of a business combination over the fair value of the identifiable assets and acquired is recognised as goodwill. This excludes common control transactions.

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.

The consolidated Group financial statements consist of the financial statements of the parent company Premier Modular Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up for the year to 30 June 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.

The comparative period comprises the 11 months to 30 June 2024 and may not be directly comparable to the current financial year.

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 company trueis part of a wider integrated Group. As a result, the Group’s forecast cash flows have been considered for the purposes of the going concern assessment. These forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group will continue to operate within the level of its current cash reserves and borrowings for at least twelve months from the approval of these financial statements. In doing so, the directors have modelled a range of plausible scenarios to assess the impact of key risks that could reasonably arise and management's potential responses and the scenarios indicate continued compliance with banking covenants and sufficient liquidity throughout the going concern review period. The Group therefore continues to adopt the going concern basis in preparing its financial statements.

The Group made a loss of £37,324k (2024: 38,428k) for the year ending 30 June 2025 and had net liabilities of £71,174k (2024: £35,304k) as at 30 June 2025 and had net current liabilities of £11,949k (2024: £9,519k as restated) as at 30 June 2025.

The directors are of the opinion that it is correct to continue to prepare the financial statements on a going concern basis.

Turnover represents the amounts (net of VAT and trade discounts) receivable from the provisions of goods and services to the customer during the year.

The Group’s turnover streams are:

• the hire of modular buildings,

• the sale of modular buildings formerly part of the hire fleet,

• the construction of bespoke modular buildings for sale to customers,

• rental income from investment properties.

IFRS 15 Revenue from contracts with customers

IFRS 15 – ‘Revenue from contracts with customers’ establishes a comprehensive '5 step' framework for determining whether, how much and when revenue is recognised. Under IFRS 15, revenue is recognised when, under a contractual obligation, a customer obtains control of supplied goods or has benefit arising from services rendered and there are no unfulfilled contractual obligations in respect of those products or services.

Determining the nature of the performance obligations contained within contractual arrangements, and the point at which these obligations are met requires judgement.

No element of financing is deemed present as the sales are typically made with a credit term of 30 days from invoice date, which is consistent with market practice. The Group's obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision.

The revenue recognition policy adopted for each of the Group’s revenue streams is set out below.

Hire of modular buildings

Revenue is recognised on a straight-line basis over the period of hire.

Sale of modular buildings

Revenue is recognised at the point of delivery of the building to the customer.

The construction of bespoke modular buildings for sale to customers

Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is highly probable that a significant reversal will not occur.

Revenue under construction contracts is recognised when the outcome of a construction contract can be estimated reliably. Such revenue is recognised in proportion to the stage of completion of the contract while costs incurred in relation to satisfied or partially satisfied performance obligations are expensed. The stage of completion is assessed by reference to surveys of work performed.

In some circumstances where we may not be able to reasonably measure the outcome of a performance obligation, but expect to recover the costs incurred in satisfying the performance obligation, revenue is recognised only to the extent of the costs incurred until such time that the outcome of the performance obligation can be reasonably measured. Any expected loss on a contract is recognised immediately in the income statement.

Construction revenue is billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones.

Where revenue is recognised in advance of a bill being issued a contract asset is recognised on the balance sheet. Where work is billed in advance revenue being recognised a corresponding contract liability is held on the balance sheet.

Goodwill represents the excess of fair value of the consideration paid over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

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. An impairment loss recognised for goodwill is not subsequently reversed.

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 on the following bases:

• Brand - 10 years straight line

• Customer contracts - over the life of the contract

• Customer relationships - 8-11 years straight line

Fixed assets comprise leasehold improvements, plant, machinery, fixtures and modular buildings (together with customer specific customisations) held for hire.

Leasehold improvements, plant, machinery, fixtures are held at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carry amount or recognised as a separate asset only where it is probable that future economic benefit associated with the item will flow to the Group and the cost of the item can be reliably measured. The carrying amount of any replaced part is derecognised. All other repairs and maintenance costs are charged to the income statement in the year they are incurred.

Depreciation is provided on these assets, on rates calculated to write off the cost less the estimated residual value, of each asset on a straight-line basis over its estimated useful economic life as follows:

Property, plant and equipment (Continued)

Costs associated with bringing modular building systems for hire into use are capitalised up until the point the hire period commences. These costs include design, construction, customer specific customisations and delivery to site. Where the Group has a contractual obligation to remove the building at the end of the hire period, the removal cost is also capitalised, with an associate liability recognised on the balance sheet. Costs in respect of modular buildings for hire are only capitalised only to the extent the Group has a reasonable expectation that economic benefit will flow to it.

Depreciation is provided on these assets on a straight line basis as follows:

The directors periodically review all fixed assets for evidence of impairment. Where an asset is identified as being held at an amount greater than its recoverable amount it is immediately written down with the cost recognised in the income statement.

The Group’s investment property is revalued annually to fair value, with changes in the carrying value recognised in the income statement.

The Group measures investment properties at fair value using Level 3 inputs.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement of the Group’s financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’):

Level 1: Quoted prices in active markets for identical items (unadjusted)

Level 2: Observable direct or indirect inputs other than Level 1 inputs

Level 3: Unobservable inputs (i.e. not derived from market data)

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item.

Rental income is recognised on a straight-line basis over the period of the lease. Where an incentive (such as a rent free period) is given to a tenant, the carrying value of the investment property excludes any amount reported as a separate asset as a result of recognising rental income on this basis.

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

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

At each reporting 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 Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

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.

Inventories 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 inventories to their present location and condition.

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

Work in progress represents directly attributable project costs such as pre-contract costs, deposits or advances to secure pricing or lead times, which are expected to be recoverable once performance obligations have been fully met. Work in progress may also relate to early stage costs of manufacturing and customising fleet assets in advance of those assets being transferred firstly to Assets Under Construction; and when complete, Modular building and systems held for hire.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents 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.

Financial assets are recognised in the Group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event and 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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 inventories or non-current 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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed monthly lease payments (including in-substance fixed payments), less any lease incentives receivable. The Group’s leasing arrangements are predominantly vanilla in nature. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group takes the steps outlined below.

Where possible the Group uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and makes adjustments specific to the lease, e.g. term, country, currency and security lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease incentives received

• any initial direct costs, and

• restoration costs

Right-of-use assets are depreciated over the lease term on a straight-line basis.

Payments associated with short-term leases and all leases of low value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

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 year are included in profit or loss.

Research and development costs

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 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 and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised to profit and loss on a straight-line basis over their expected useful economic lives, which range from 3 to 10 years.

The expected useful economic life of development costs is estimated based on business plans which set out the development plan and time to market for the associated project. Amortisation of the asset begins when development is complete and the asset is available for use. During the period of development, the asset is tested for impairment annually.

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

Discontinued operations

A discontinued operation is a component of the entity that has been disposed. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss.

Finance costs

Finance costs include interest on borrowings, interest on lease liabilities, and the amortisation of related transaction costs. Finance costs are recognised in profit or loss using the effective interest method unless capitalised in accordance with IAS 23.

The current standards, amendments and interpretations have been adopted in the year and have not had a material impact on the reported results in the Group's financial statements:

•    Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

•    Presentation of Financial Statements (Amendments to IAS 1)

•    Lease and Liability in Sale and Leaseback (Amendments to IFRS 16)

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted):

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

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

The following are the critical judgements and estimates in applying accounting policies that the Directors have made in the process of applying IFRS 15 Revenue from Contracts with Customers and that have the most significant effect on the amounts recognised in the financial statements.

Construction contract income

Estimates in determining the recognition of revenue on construction contracts over time - construction contract revenue is recognised in accordance with the stage of completion of the contract where the contract's outcome can be estimated reliably. The principal method used to recognise the stage of completion of a contract is an in-house or external survey of the work performed. The contract can still be subject to claims and variations resulting in an adjustment to the revenue recognised. Costs in relation to satisfied or partially satisfied performance obligations (i.e. costs related to past performance) are expensed as they are incurred. There is an inherent time lag between costs incurred and invoices received resulting in an element of judgement and estimation in determining the accuracy and completeness of project related accruals at period end.

Modular building for hire income

The Directors have assessed that the design, delivery/installation and removal elements of the contracts relating to modular buildings for hire are all highly related and therefore do not represent separate performance obligations. All revenue in respect of such hire contracts is therefore recognised on a straight line basis over the hire period.

There is judgement involved in identifying the appropriate point for the recognition of purchases of property, plant and equipment intended to be held for rent.

Additions of Assets Under Construction are recognised when the outcome of a construction contract can be estimated reliably. Such additions are recognised in proportion to the stage of completion of the contract, which is assessed by reference surveys of work performed.

Disposals of Modular building and systems held for hire are recognised at the point of transfer of legal title to the customer.

The cash flows related to the purchase of those additions are recognised in line with normal trading terms as the assets pass through as an addition to Assets Under Construction and the proceeds related to the disposal of any such assets are recognised at the point of sale which is not considered to be materially different to our normal trading terms and the actual settlement date of the cash.

The company has created a class of tangible fixed asset for Long Life Customer Specifics. These are assets constructed for the use on a specific project that, due to their nature, have the potential to be used on a second project and therefore have an estimated economic useful life that is not linked to the length of the project for which they were created.

There are three ways the assets can be reused: by the building they are installed in being moved, substantially unchanged, to another project; by the bays they are installed in being reused without the need to strip-out the customer specific asset; or, by being removed, stored and reused on another project.

However, there is intrinsically a risk that the asset could be damaged or be unable to be reused. The directors therefore have estimated that a three-year economic useful life be ascribed to these assets to reflect the additional life the assets have whilst preventing potential overstatement of assets. The asset is written out of the fixed asset register at the later of three years or the off hire of the initial project for which they were built.

The Group have estimated the expected useful lives of intangible assets arising from acquisitions based on qualitative and quantitative data. Details of these amortisation rates are set out in the accounting policies. Useful lives are regularly reviewed and should management's assessment of useful lives change then amortisation charges in the financial statements would be adjusted and carrying amounts of intangible assets would change accordingly.

The Group is required to consider, on an annual basis, whether indications of impairment relating to such assets exist and if so, perform an impairment test. The recoverable amount is determined based on the higher of value in use calculations or fair value less costs to sell. The use of value in use method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. The Directors are satisfied that all recorded assets will be fully recovered from expected future cash flows. Details of the inputs to this are provided in note 14.

The turnover streams are: the sale of buildings formerly part of the hire fleet where we recognise revenue at the point of sale; the hire of modular buildings, where we recognise the turnover over the hire period; the installation and uplift costs of the buildings generating hire revenue where we recognise the revenue over the installation and uplift periods; and, the long term contract accounting of the delivery and erection of modular buildings constructed for sale.

Revenue from discontinued operations are generated from operations in the UK.

Revenues from five customers equated to 34% (2024: 51%) of the Group’s total revenues. No customers accounted for more than 10% of revenue for the year ended 30 June 2025 (2024 - one customer).

Other revenue relates to rental income from investment property. During the period, the Group earned rental income from 10 (2024: 12) investment properties under fully repairing and insuring operating lease agreements. At the year end, the Group had 10 investment properties from which rental income is received.

Further information on contract assets and liabilities included in note 18.

For an extended description of the nature and timing of the satisfaction of performance obligations in contracts with customers including the Company’s accounting policies and assessments regarding the timing of and method adopted for revenue recognition transaction price and variability, payment terms, warranties and significant judgements when applying IFRS 15, see accounting policies note 1.5.

In the prior period, Premier Modular Group Acquisitions Limited, a subsidiary of Premier Modular Group Holdings Limited, acquired the entire share capital in PM Links Holdings (2020) Limited. Costs of £5,335k shown above are those associated with the transaction.

The audit fee for the Group and Company is borne by a subsidiary undertaking, Premier Modular Limited, without recharge.

Included in administrative expenses are fees payable to Haysmacintyre LLP in respect of the audit of subsidiaries of £nil (2024: £77k).

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

Their aggregate remuneration comprised:

Included in wages and salaries is a share-based payment expense of £1,085k (2024: 1,023k) in respect of share options issued by Premier Modular Group Holdings Limited to those legally employed by Premier Modular Group Acquisitions Limited and £331k (2024: £1,083k) in respect of those employed by Premier Modular Limited.

For those directors that are remunerated, they are by Premier Modular Limited, a fellow group undertaking.

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

The corporation tax rate was 25% (2024: 25%) throughout the year. Deferred tax balances are recognised at a rate of 25% (2024: 25%).

The values of brand, customer relationships and customer contracts have arisen from the purchase price allocation valuation for the acquisition of PM Links Holdings 2020 Limited and its subsidiaries on 8 August 2023. Consideration paid in excess of the acquired fair value net assets is recognised as goodwill. Details of useful lives are included in note 1.6 and 1.7.

The Group tests intangible assets for impairment annually. For 2025, revenue for the Group can be allocated to two departments, Permanent Space and Hire. Therefore, for the period to 30 June 2025, the Group cashflows are deemed to be split between two cash generating units ("CGU"). Given this, goodwill is across the permanent and hire CGUs. The goodwill represents the expected growth potential of the two divisions of the business when combined with the additional investment that the Group is able to provide it with, as well as expected synergies and cost-saving measures from being a larger Group.

Assets are assessed for impairment by comparing the carrying value of the CGUs with the value-in-use of that CGUs, which is determined by calculating the net present value ("NPV") of future cashflows arising from the CGUs.

The NPV of future cash flows is based on budgets and forecasts for the next 5 years to 2030, using growth rates based on projections. Long term growth rate of 2% (2024: 2%) is used based on market expectations and the UK government's inflation target. Pre-tax discount rates of 14.2% (2024: 13.41%) for the Permanent Space CGU and 14.0% (2024: 13.48%) for the Hire CGU have been used based on the Group's estimated cost of capital and varied based on the risk profile of the underlying assets.

It is concluded that no impairment of intangible assets is required at the period end.

Property, plant and equipment includes right-of-use assets, as follows:

Payments in respect of short term and/or low value leases (where leases have a value of less than £5k, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.

The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the Group’s incremental borrowing rate on the date of lease inception, which ranges between 3.45% - 8.0%. Information in respect of lease liabilities is included in note 24.

Investment property is stated at fair value and valued by the directors using a combination of a depreciated replacement cost and discounted cash flow techniques. The significant assumptions used to value the investment property are the discount rate; the expected cash flows when the lease ends or renews; and the current build cost.

Investment property under construction is valued by the directors by applying a discount to the list price of the completed property based on the proportion of the completed property. The list price for investment properties were determined and agreed by the lessee in advance in accordance with their procurement processes, the list price is the fair value on completion of the property. The discount represents the costs expected to be incurred to complete the property.

Due to the specialised nature of the Group’s investment properties and the lack of existence of either a liquid market or published comparable data, the property valuation was made by the directors using Level 3 inputs and a number of valuation assumptions and comparisons drawn against assets with similar features. The specialised nature of the assets is also the reason why the directors believe that a depreciated replacement cost technique provides fair value in these circumstances because it is likely that the counterparty would be the existing tenant in the event of a sale.

The valuation is stated on a fair value basis for the existing use, which is considered to the best use of the properties.

Key inputs to the valuation were as follows:

• Current build costs: £2,750 - £3,000 per square metre

• Depreciation rate for age: 6-20% per annum

• Residual value assumption: Negotiations for 7 year leases near end of term

• Residual value assumption: Multiple of passing rent; compounded return; or proportion of market value

• Capitalisation/discount rate: 6% applied to fixed contracted rents over term of initial lease and residual value

• Discount for location and accessibility of 7.5%/15%

The Group is contracted to supply the completed investment property for the leasing arrangements entered into. The Group is not contracted to insure, undertake repairs, maintenance or enhancements, and the contracted builder, the sister company, Net Zero Buildings Limited, is required to undertake any remedial works under its own contractual warranty.

Applying the assumptions detailed above, the directors have concluded that the portfolio aggregate valuation at 30 June 2025 was £11.0m (2024: £11.1 million).

In forming their view, the directors considered the original purchase price, the estimated replacement price, returns expected by market participants, investment yields for assets of a similar nature and the results of an independent expert valuation provided by Sanderson Weatherall. Sanderson Weatherall adopt a rolling approach and performed an independent expert valuation on three of the ten assets in the current year which represented over 50% of the portfolio value. The independent valuation considered both a depreciated replacement cost approach and an investment approach of an open market rent capitalised that into perpetuity.

The directors adopted the valuation recommended by the independent expert and applied the same methodology in forming their valuation conclusion on the other assets. The directors are also aware that the property market is susceptible to volatility.

The historic cost of investment property at 30 June 2025 was £11,644,000 (2024: £11,644,000).

At the year end, a provision of £58k (2024 : £103k) has been made against raw materials. Management have assessed that no provision is needed against work in progress.

Unconditional rights to consideration are presented separately as a receivable in note 19. A right to consideration is unconditional if only the passage of time is required before payment is due. Although the group has an enforceable right to payment for performance completed to date, it does not necessarily have a present unconditional right to consideration until goods are actually delivered and invoiced.

No impairment loss has been recognised against the contract assets.

For an extended description of the nature and timing of the satisfaction of performance obligations in contracts with customers including the group’s accounting policies and assessments regarding the timing of and method adopted for revenue recognition transaction price and variability, payment terms, warranties and significant judgements when applying IFRS 15, see accounting policies note 1.5.

The restatement of the prior period relates to an adjustment of a change in accounting policy in prior period. Details can be found in note 35.

Current contract assets and contract liabilities are considered to unwind in less than 12 months.

The restatement of the prior period relates to contract assets, details of the restatement can be found in note 35.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Expected credit loss provision includes a provision of £12k (2024: £76k) which has been allocated proportionately against current trade receivables to 90 days past due. Trade receivables more than 90 days past due are reviewed by management for any customer specific balances which are expected to be impaired.

No significant receivable balances are impaired at the reporting end date.

Included within trade and other receivables due on demand and less than 3 months are retentions of £746k (2024: £1,872k) which may unwind over varying periods, however, due to a lack of detail, such periods could not be determined.

Contract liabilities relate to payments received in advance of revenue recognition, in both the hire and permanent space divisions. The prior period restatement relates to contract liabilities, details of the restatement can be found in note 35.

Bank loans are made up of the following:

Included in the above are bank loans borrowed by Premier Modular Group Acquisitions totalling £96,000k. This balance is made up of 4 facilities:

Facility A is a bank loan of £75,000k that was drawn down to fund the acquisition at 8 August 2023. This loan had unamortised establishment fees of £2,530k of which £435k (2024: £398k) has been unwound and recognised in the Statement of Comprehensive Income in the period. No amounts were repayable on the loan until September 2025 where thereafter amounts shall be due so that the principal is reduced by 0.5% each calendar quarter. The loan attracts interest at a rate of 6.75% plus SONIA and is due for full repayment of all outstanding balances on the sixth anniversary of inception in September 2029.

A further £5,000k of incremental funding was taken out in the year ending 30 June 2025 on identical terms to Facility A with unamortised establishment fees of £58k of which £10k (2024: £nil) has been unwound and recognised in the Statement of Comprehensive Income in the year.

An acquisition fund of £10,000k was taken out for capital expenditure following the acquisition in the year ended 30 June 2025 with unamortised establishment fees of £20k of which £3k (2024: £nil) has been unwound and recognised in the Statement of Comprehensive Income for the period. The loan attracted interest at a rate of 6.75% plus SONIA and was due for repayment on terms identical to Facility A.

A revolving credit facility of £5,000k was utilised in the year ended 30 June 2025, attracting interest of 3.5% plus SONIA. The use of this facility is assessed on a month by month basis.

Also included in the above are loans borrowed by NZB Investments Limited with a gross value of £8,162k, less unamortised establishment fees of £213k of which £36k (2024: £nil) has been unwound and recognised in the Statement of Comprehensive Income in the period. NZB Investments Limited has drawn two tranches which mature in 2040 and 2046, remaining weighted average life of the loans are 10.7 years and a fixed interest rate of 3.95% per annum. NZB Investments Limited bank loans are secured over all NZB Investments Limited's investment properties and their associated cash flows.

A new £15,000k credit facility has been agreed on 7 March 2025 and will be drawn in various tranches. £3,000k was drawn on 7 March 2025 with further draw down expected post year-end. This is being amortised at 0.5% per quarter from September 2025.

On 8 August 2023 as a part of acquisition proceedings, 13,377,908 B Preference shares and 5,197,048 C Preference shares were issued at a nominal value fo £0.01. The shares were subscribed to for £1 each with an additional £750k of premium on the C Preference shares, resulting in the recognition of £19,325k of liability in respect of preference shares. Both the B and C preference shares have a mandatory 12% dividend at market rate and are therefore recognised in liabilities and not equity.

On 17 July 2024, 259,973 B preference shares were issued at a nominal value of £0.01. The shares were subscribed for £1 each resulting in the recognition of £260k of liability in respect of preference shares.

Included within loans with related parties are four tranches of loan notes. During the year the company issued loan notes of £2,485k (2024: £78,267k) held with Birdie Holdco Limited and £2,485k (2024: £78,203k) held with CS Capital Partners V, L.P. The tranches attract interest at 12%, with accrued interest of £21,202k (2024: £17,268k) as at 30 June 2025.

The loan notes fall due after more than five years and are due to expire in 2033.

The carrying amounts of the group's borrowings are all denominated in Sterling.

Interest rate risk

The Group's interest rate risk is in relation to external borrowings. The interest rate on external borrowings is based upon four bank facilities, details as explained in note 22.

Two of the facilites, long term loans of £75,000k and £5,000k respectively carries an interest rate of 6.5% plus SONIA. A long term acquisition fund of £10,000k carries interest of 6.75% plus SONIA and a revolving credit facility of £5,000k attracts interest at a rate of 3.5% plus SONIA.

A new £15,000k credit facility has been agreed on 7 March 2025 and will be drawn in various tranches. £3,000k was drawn on 7 March 2025 with further draw down expected post year-end. This is being amortised at 0.5% per quarter from September 2025.

In managing interest rates, the Group aims to reduce the impact of short term fluctuations on the Group’s earnings through the avoidance of short term loans. As the majority of the Group's funding is through one loan, it allows for more visibility and accurate forecasting of interest payable, reducing interest rate risks.

The undiscounted contractual maturity analysis for Group financial instruments is shown below. The maturity analysis reflects the contractual undiscounted cashflows, including future interest charges, which may differ from the carrying value of the liabilities as at the reporting date.

Exchange rate risk

The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date are as follows.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Deferred tax balances are carried at 25%.

The unrecognised tax losses carried forward amount to £4,838k (2024 - £2,729k) resulting in an unrecognised deferred tax asset of £1,210k (2024 - £682k).

The remedial works provision is an allowance for the expected costs to fulfil the Group’s 12-month contractual defect repair work for which a general provision of 1% of twelve months turnover is recognised. In addition, a specific provision has been established for remedial works both underway and likely to be required in future.

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

Unpaid pension in relation to defined contribution schemes amounts to £139k (2024: £120k) at the reporting date.

In the year there were three new grants of share-based payments to employees in the Group. In total, 1,531 Ordinary C shares and 11,732 Ordinary D shares were issued to senior management at the fair value of £77.73 and £77.31 per share respectively.

In the prior period, 67,332 of Ordinary C shares and 71,046 of Ordinary D shares were granted to employees in senior management positions as a part of an employee incentive scheme. At the grant date, the fair value of the Ordinary C shares was £72.94 per share and for the Ordinary D shares, £73.18 per share.

The estimate of the grant date fair value of the growth shares are based on a Monte Carlo model. The inputs into the valuation models are as follows:

During the year the following shares were issued at a nominal value of £0.01, amounts paid per share was £1:

• 22,241 Ordinary A shares; and

• 22,241 Ordinary B shares; and

• 1,531 Ordinary C shares.

During the year the following shares with a nominal value of £0.01 were cancelled:

• 15,216 Ordinary C shares.

The above resulted in a recognition of 38k of share premium.

No dividends have been proposed or paid since the financial year end.

The objectives of the Group when managing capital are:

• To ensure the Group's ability to continue as a going concern,

• To maximise returns to shareholders, and

• Meet Group covenants

The Group is constantly monitoring the capital structure of the Group in order to reduce net debt and achieve an optimal capital structure to maximise returns to shareholders.

The Group monitors the capital structure on a quarterly basis both when reporting on covenant compliance and when reforecasting the results and position of the Group so that net debt can be optimised to maximise returns to shareholders. Throughout the period the Group was in compliance with its debt covenants and did not build up a significant cash surplus.

The Group's capital consists of a combination of external bank loans and loan notes issued to the Group's investors (see note 22).

The parent company has taken the exemption under FRS 101 which permit it to not present details of its transactions with members of the Group headed by Premier Modular Group Holdings Limited where relevant group companies are all wholly owned.

Key management personnel are considered the board of Directors. The remuneration of key management personnel is set out in note 8.

Other related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due from related parties are two issues of loan notes that were granted as a part of the acquisition of PM Links Holdings 2020 Limited and all of its subsidiaries on 8 August 2023, as well as additional two tranches issued on 13 August 2024. The loan notes attract interest at a rate of 12%, accruing daily, and are due for repayment in nine years time in 2033.

With effect from 8 August 2023 the Company has become jointly owned by Cabot Square Capital LLP; and MML Growth Capital LLP which are both incorporated and registered in England and Wales.

Details of the company's subsidiaries at 30 June 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Parent Company guarantee

Premier Modular Group Holdings Limited has provided statutory guarantees for all outstanding liabilities to the following subsidiaries in order for them to claim audit exemption for the year ended 30 June 2025, under section 479A of the UK Companies Act 2006:

Premier Modular Group Finance Limited - Company Number: 14711802

Premier Modular Group Acquisitions Limited - Company number: 14712368

PM Wire 2005 Limited - Company number 05612013

PM Pipes 2012 Limited - Company number: 08000705

PM Links Acquisitions 2020 Limited - Company number: 13088280

PM Links Finance 2020 Limited - Company number: 13088270

PM Links Ventures 2020 Limited - Company number: 13088155

PM Links Holdings 2020 Limited - Company number: 13087888

Net Zero Buildings Holding Limited - Company Number 09870296

Net Zero Buildings Finance Limited - Company Number 09872231

Net Zero Buildings Limited - Company Number 08751011

NZB Investments Limited - Company Number 10071122

UK Energy Partners Ltd - Company Number 07364765

During the current year, the directors identified that an error had been made in measuring certain of the contract assets and liabilities acquired in the prior period business combination. This arose as a result of errors in the underlying books and records of the acquired entity. This error resulted in an understatement of total assets and liabilities and a corresponding understatement of goodwill.

Consequently the directors have restated the prior period. There is no impact on the prior period profit or loss, or on the opening net assets of the prior period given the business combination occurred part-way through the prior period.

To validate the error, additional detailed testing has been performed over each contract and the related Balance Sheet reconciliations to support each of the impacted period end balances (specifically 2023, 2024 and 2025).

The impact on net assets of the correction is an increase of £nil; see below:

As permitted by trues408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company’s loss for the period was £2,495,135 (2024 - £2,129,105 loss).

Premier Modular Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Premier Modular Limited, Catfoss Industrial Estate, Catfoss Lane, Catfoss Airfield, Brandesburton, Driffield, East Yorkshire, YO25 8EJ. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 Company applies accounting policies consistent with those applied by the Group. To the extent that an accounting policy is relevant to both Group and Parent Company financial statements, please refer to the Group financial statements for disclosure of the relevant accounting policy.

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

As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';

(b) the requirements within IAS 1 relating to the presentation of certain comparative information;

(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;

(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective); and

(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.

The business is part of a wider integrated Group. The going concern status of the Company is therefore inherently linked to the going concern status of the Group. As a result, the Group’s forecast cash flows, which include that of the Company, have been considered, for the purposes of the Company's going concern assessment. These forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company will be able to operate within the level of its current cash reserves and borrowings for at least twelve months from the approval of these financial statements. In doing so, the directors have modelled a range of plausible scenarios to assess the impact of key risks that could reasonably arise and management's potential responses and the scenarios indicate continued compliance with banking covenants and sufficient liquidity throughout the going concern review period. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

The Company made a loss of £2,495k (2024: 2,129k) for the year ending 30 June 2025 and had net liabilities of £46k of (2024: net assets of £995k) as at 30 June 2025 and had net current liabilities of £1,015k (2024: £2,121k) as at 30 June 2025. The directors are of the opinion that it is correct to continue to prepare the financial statements on a going concern basis.

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

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the Company's principal operating subsidiaries are included in note 34.

Movements in investments relate to equity‑settled share‑based payments granted by Premier Modular Group Holdings over its own shares to employees of its subsidiaries, Premier Modular Group Acquisitions Limited and Premier Modular Limited.

Borrowings are in relation to preference shares issued on 8 August 2023 as a part of the acquisition. Details can be found in the Group borrowings note 22.