REGISTERED NUMBER: 15868111 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 31 JULY 2024 TO 30 NOVEMBER 2025

FOR

ACASTUS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

20

DIRECTORS:

A P Jordan

C J Mcginley

M F P Regan

E Regan

C Lovell

REGISTERED OFFICE:

Century House

Wargrave Road

Henley-On-Thames

Oxfordshire

RG9 2LT

REGISTERED NUMBER:

15868111 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

The directors present their strategic report of the company and the group for the period 31 July 2024 to 30 November 2025.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of the group during the year and its position at the year end. Our review is consistent with the size and nature of the group.

The performance of the group was impacted by the economic uncertainty of the sector and the majority of the clients within the speculate housing market who adopted a cautious approach to ongoing production in line with significant reduction in sales, and delays in starting new sites. The affordable housing sector stalled on commencement of sites in quarter one as a result of funding and planning issues.

We consider that in spite of the above, our key financial performance indicators are those that communicate the financial performance and strength of the business as a whole, these being turnover and operating margin. In the current financial period the turnover achieved was £92.5m and gross margin of 16.0%. Net assets of the group were £1.7m.

Plant and vehicle additions in the period total £8.3m which was a requirement of the group to sustain current performance levels, and the group renewal of plant policies..

We are still focused on cost control, improved production levels and more sophisticated accountants software and modelling, are confident that this focus during our continued growth will be evident in improved performance.In line with the re-structure within our business and the movement into active affordable and presold sector of the housing market, to maximise the impact of the slow down in private housing.

PRINCIPAL RISKS AND UNCERTAINTIES

We continue to monitor the principal risks and uncertainties to which the group and the wider industry are subject which are listed as follows:

- Unforeseen events or circumstances while carrying out work which may cause losses.

- Risk of bad debts.

- Slow down or recession in the local or national economy and general cut back in government funding which may lead to a significant reduction in the company's income.

- Any dramatic rise in interest rates due to the volatile economy.

- Chain supply issues affecting deliveries and significant product price increases occurring in the financial year.

- Monitor impact of fuel price increase by the government effective from April 2022, to remove the entitlement to discounted red diesel and rebated biofuels monitor on site based costs as well as general transportation costs increase, which are still impacting the industry as a whole.

-The impact of the ongoing Russian/Ukraine war

We are committed to developing existing relationships along with more client diversity in delivery of social and affordable housing will produce more of the growth opportunities the business requires and hence continued financial performance of the group. Our tendering opportunities remain at levels above previous years, whilst competition is impacting on margins.

SECTION 172(1) STATEMENT

The directors have acted in a way they consider, in good faith, promotes the success of the group for the benefit of it's members, and in doing so have given regard to:

Consequence of any decisions in the long term

The directors understand the business and the evolving market it operates in. The focus in making decisions is to strengthen the group's standing in the market, whilst maximising returns and providing positive outcomes.

As part of our long-term strategy the business is investing in individuals and new technology to improve quality and efficiency moving forward. Our investment in intelligent machine control and innovation is part of this work which will develop our core management team whilst meeting our commitment to reduce the company's carbon footprint.

Business relationships with suppliers, customers and others

The directors understand the need to build strong and mutually beneficial relationships with its suppliers, customers and others to ensure the future success of the business. The group's policy is to agree payment terms in advance in line with normal trade practices and apply fair and reasonable principles within those relationships. Part of those principles is a commitment to providing our customers with quality assured products, efficiently delivered and developing a relationship of trust and transparency on a one to one basis with customers and suppliers.

Our employees

The group recognises that employees are fundamental and core to our business and delivery of our wider long-term plans. To ensure the continued success of the business we ensure we remain a responsible employer in terms of pay, benefits, continued training, health & safety and the workplace environment. We align ourselves on the continued development of our employees and strive to promote from within the business, providing support via our career pathways to support individuals as they progress and develop their careers.

Acting fairly to all stakeholders

The long-term success of the business is dependant on having the right corporate culture and making decisions which achieve our goals but which are in the best interest of all stakeholders, including shareholders, customers, employees, suppliers and others. After weighing up all these factors, the directors consider the course of action which best enables delivery whilst taking in to consideration the impact on stakeholders.

ON BEHALF OF THE BOARD:

M F P Regan - Director

11 June 2026

The directors present their report with the financial statements of the company and the group for the period 31 July 2024 to 30 November 2025.

INCORPORATION

The group was incorporated on 31 July 2024 .

DIVIDENDS

During the period the group paid dividends of £535,194.

DIRECTORS

The directors who have held office during the period from 31 July 2024 to the date of this report are as follows:

A P Jordan - appointed 24 June 2025

C J Mcginley - appointed 31 July 2024

M F P Regan - appointed 17 October 2024

E Regan - appointed 17 October 2024

C Lovell - appointed 17 October 2024

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STREAMLINED ENERGY AND CARBON REPORTING

UK Greenhouse gas emissions and energy use data for the period 1 October 2024 to 30 November 2025 with comparatives:

2025

2024

Energy consumption breakdown (kWh):

Electricity

87,121

88,540

Transport Fuel

5,930,613

6,034,647

Total

6,018,884

6,118,187

Scope 1 - Emissions in metric tonnes CO2e

Owned Transport

1,145

1,165

Scope 2 - Emissions in metric tonnes CO2e

Electricity

20

20

Scope 3 - Emissions in metric tonnes CO2e

Business travel in hired vehicles

90

93

Total gross emissions in metric tonnes CO2e

1,255

1,278

Intensity ratio

Average employee numbers

52

52

Site operative with access to a vehicle

391

480

Intensity ratio Tonnes CO2e per average employee & site operative with access to a vehicle

2.83

2.40

Quantification and reporting method

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2021 UK Government's Conversion Factors for company reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per average employee and site operative with access to a vehicle.K Greenhouse gas emissions and energy use data for the period 1 October 2024 to 30 November 2025 with comparatives:

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M F P Regan - Director

11 June 2026

Opinion

We have audited the financial statements of Acastus Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2025 and of the group's profit for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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 is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Jeremy Kitson BA FCA (Senior Statutory Auditor)

for and on behalf of Prime

Chartered Accountants

Statutory Auditor

161 Newhall Street

Birmingham

B3 1SW

16 June 2026

TURNOVER

3

92,255,196

Cost of sales

77,533,494

GROSS PROFIT

14,721,702

Administrative expenses

10,235,141

OPERATING PROFIT

5

4,486,561

Interest receivable and similar income

17,703

4,504,264

Interest payable and similar expenses

6

1,125,486

PROFIT BEFORE TAXATION

3,378,778

Tax on profit

7

1,190,175

PROFIT FOR THE FINANCIAL PERIOD

2,188,603

Profit attributable to:

Owners of the parent

2,188,603

PROFIT FOR THE PERIOD

2,188,603

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

2,188,603

Total comprehensive income attributable to:

Owners of the parent

2,188,603

FIXED ASSETS

Intangible assets

10

(6,709,843

)

Tangible assets

11

21,022,981

Investments

12

-

14,313,138

CURRENT ASSETS

Stocks

13

759,717

Debtors

14

23,392,210

Investments

15

15,000

Cash at bank and in hand

1,160,183

25,327,110

CREDITORS

Amounts falling due within one year

16

30,122,461

NET CURRENT LIABILITIES

(4,795,351

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,517,787

CREDITORS

Amounts falling due after more than one year

17

(4,785,563

)

PROVISIONS FOR LIABILITIES

21

(3,078,593

)

NET ASSETS

1,653,631

CAPITAL AND RESERVES

Called up share capital

22

222

Retained earnings

23

1,653,409

SHAREHOLDERS' FUNDS

1,653,631

The financial statements were approved by the Board of Directors and authorised for issue on 11 June 2026 and were signed on its behalf by:

M F P Regan - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

10,298,880

10,298,880

CURRENT ASSETS

Debtors

14

222

CREDITORS

Amounts falling due within one year

16

10,298,880

NET CURRENT LIABILITIES

(10,298,658

)

TOTAL ASSETS LESS CURRENT LIABILITIES

222

CAPITAL AND RESERVES

Called up share capital

22

222

SHAREHOLDERS' FUNDS

222

Company's profit for the financial year

535,194

The financial statements were approved by the Board of Directors and authorised for issue on 11 June 2026 and were signed on its behalf by:

M F P Regan - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

222

-

222

Dividends

-

(535,194

)

(535,194

)

Total comprehensive income

-

2,188,603

2,188,603

Balance at 30 November 2025

222

1,653,409

1,653,631

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

222

-

222

Dividends

-

(535,194

)

(535,194

)

Total comprehensive income

-

535,194

535,194

Balance at 30 November 2025

222

-

222

Cash flows from operating activities

Cash generated from operations

1

1,968,487

Interest paid

(478,421

)

Interest element of hire purchase payments paid

(647,065

)

Tax paid

(511,561

)

Net cash from operating activities

331,440

Cash flows from investing activities

Purchase of tangible fixed assets

(3,303,717

)

Purchase of fixed asset investments

(4,201,380

)

Sale of tangible fixed assets

581,233

Cash and cash equivalents on acquisition

6,585,161

Interest received

17,703

Net cash from investing activities

(321,000

)

Cash flows from financing activities

Capital repayments in year

1,654,914

Amount introduced by directors

30,023

Equity dividends paid

(535,194

)

Net cash from financing activities

1,149,743

Increase in cash and cash equivalents

1,160,183

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

1,160,183

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Profit before taxation

3,378,778

Depreciation charges

3,121,021

Profit on disposal of fixed assets

(137,664

)

Finance costs

1,125,486

Finance income

(17,703

)

7,469,918

Decrease in stocks

951,651

Increase in trade and other debtors

(7,285,277

)

Increase in trade and other creditors

832,195

Cash generated from operations

1,968,487

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30 November 2025

30.11.25

31.7.24

£

£

Cash and cash equivalents

1,160,183

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 31.7.24

Cash flow

Acquisition

At 30.11.25

£

£

£

£

Net cash

Cash at bank

and in hand

-

(5,424,978

)

6,585,161

1,160,183

-

(5,424,978

)

6,585,161

1,160,183

Liquid resources

Current asset

investments

-

(21,310

)

36,310

15,000

-

(21,310

)

36,310

15,000

Debt

Finance leases

-

(19,226,132

)

8,785,609

(10,440,523

)

Debts falling due

within 1 year

-

(14,170,350

)

10,459,100

(3,711,250

)

Debts falling due

after 1 year

-

(4,181,474

)

4,181,474

-

-

(37,577,956

)

23,426,183

(14,151,773

)

Total

-

(43,024,244

)

30,047,654

(12,976,590

)

4.	ACQUISITION OF BUSINESS

Acastus Limited acquired West Point UK Holdings Limited and all of its subsidiaries on 24 October 2024. The net assets at acquisition were as follows:

£

Net assets acquired:

Tangible fixed assets

18,618,740

Stocks

13,773,955

Trade and other debtors

5,355,984

Investments

15,000

Cash at bank

6,585,145

Trade and other creditors

(26,524,887

)

17,823,937

Goodwill

(7,525,057

)

10,298,880

Satisfied by:

Cash paid

4,097,500

Deferred consideration

6,097,500

Stamp duty

103,880

10,298,880

1.	STATUTORY INFORMATION

Acastus Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 (FRS 102) "The Financial Reporting Standard applicable in the UK and Republic of Ireland", issued by the Financial Reporting Council and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified by the revaluation of certain assets and to include certain items at fair value, where required by FRS 102.

Acastus Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken exemption of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cashflow statement and remuneration of key personnel.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the group. All inter-group transactions, balances, income and expenses are eliminated on consolidation.

Under S408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account. Its profit or loss for the period is shown on page 13 of the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.