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REGISTERED NUMBER: SC342923 (Scotland)

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2025 |

| FOR |

| EMTEC GROUP LIMITED |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 6 |

Report of the Independent Auditors | 9 |

Consolidated Statement of Comprehensive Income | 13 |

Consolidated Statement of Financial Position | 15 |

Company Statement of Financial Position | 16 |

Consolidated Statement of Changes in Equity | 17 |

Company Statement of Changes in Equity | 18 |

Consolidated Statement of Cash Flows | 19 |

Notes to the Consolidated Statement of Cash Flows | 20 |

Notes to the Consolidated Financial Statements | 21 |

EMTEC GROUP LIMITED

COMPANY INFORMATION

for the year ended 31 December 2025

| DIRECTORS: | Mr M J Clinch

| Mr A T McKenzie

| Mr W Ottilinger

| REGISTERED OFFICE: | 29 Brandon Street

| Hamilton

| South Lanarkshire

| ML3 6DA

| REGISTERED NUMBER: | SC342923 (Scotland)

| AUDITORS: | S&W Audit

| Statutory Auditor

| Chartered Accountants

| Q Court

| 3 Quality Street

| Edinburgh

| EH4 5BP

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

GROUP STRATEGIC REPORT

for the year ended 31 December 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

Emtec Group is a leading contractor in the building services sector providing professional, quality and cost-efficient services throughout the UK. Via our group companies, we provide our clients with a full building services solution.

Our mission is to be the "Partner of Choice". Through excellence in customer service, quality, and assured delivery. We are people focused, with relationships and reputation being built on honesty, integrity and by providing safe sustainable business solutions.

Revenue in 2025 was 2.0% higher than in 2024, while gross profit declined by 12%, although profitability remained at a healthy level. While 2024 was an exceptional year for the business the 2025 result was still strong despite challenging market conditions, particularly within our Energy business, where several awarded opportunities were either cancelled or significantly delayed.

During 2025, the wider Sauter UK business carried out a reorganisation, and a number of businesses were brought within Emtec Group. These businesses are Emtec Southern, Emtec React, and Lidex Control Systems. The largest of these, Emtec Southern, has been emerging from a challenging period due to exposure to a difficult Southeast residential market. The business is well supported by both the Emtec Group and the wider Sauter Group, with new and experienced management in place to support it's turnaround. Progress is well underway expanding the client base particularly to tier 1 contractors in the commercial and logistics sectors. Despite these challenges, the overall Emtec Group remained profitable. The Facility Services and Utility Services businesses were notable highlights delivering results ahead of expectations.

Cash generated from operations was positive in 2025 at £2.7m although this is a considerable drop from cash generated in 2024 at £10.0m. This variance was partly driven by the exceptional operational performance in 2024 that was not repeated in 2025, and also from significant upfront payments received by our Energy business in 2024.

REVIEW OF BUSINESS

The Group's key performance indicators (KPIs) are turnover, gross profit and operating profit before tax. Turnover increased by 2.0% however gross profit decreased by 12%. This reflected growth in our better performing businesses including Facility Services and Utility Services, offset by the challenges faced by the Energy and Southern businesses. Cash generated from operations decreased from £10.0m in 2024 to £2.7m in 2025.

| Year ending |  | Year ending |  |

| 31 Dec 25 |  | 31 Dec 24 |  | Change |

| £m |  | £m |  | % |

Turnover |  | 95.0 |  | 93.1 |  | 2.0% |

Gross profit |  | 22.8 |  | 25.9 |  | -12.0% |

Operating profit before tax |  | 1.7 |  | 8.1 |  | -79.0% |

Cash generated from operations |  | 2.7 |  | 10.0 |  | -73.0% |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

GROUP STRATEGIC REPORT

for the year ended 31 December 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a variety of financial risks that include performance risk, operational risk, credit risk, liquidity risk and price risk. The directors recognise their overall responsibility for the group's systems and internal control. The controls are designed to manage as opposed to completely eliminate risk.

The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by regularly reviewing and monitoring individual contract balances and ensuring adequate funding is in place for any given contract.

Performance risk is minimised through accurately budgeting and costing individual projects at the outset and then monitoring the performance on these projects through to completion. The performance of the group and the individual companies within the group is monitored through monthly management accounts which are reviewed at regular board meetings.

Operational risk is minimised through having robust health and safety and quality assurance policies and procedures in place as well as the development of a positive health and safety culture throughout the group.

Credit risk is minimised by requiring the appropriate credit checks on potential customers, working with reputable customers, agreeing regular payment terms on larger contracts and having strict credit controls. The amount of exposure to any individual customer is also assessed and controlled.

Liquidity risk is minimised through managing the cash generated by operations and the retention of a healthy level of group reserves and funds in the bank. At present the group is not reliant on any bank facilities.

Price risk relating to price increases is minimised by agreeing fixed prices with individual suppliers and sourcing goods and services from multiple suppliers to ensure competitive pricing.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

GROUP STRATEGIC REPORT

for the year ended 31 December 2025

SECTION 172(1) STATEMENT

The Companies Act 2006 requires company directors to state how they have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duties under section 172.

These are as follows:

(a)the likely consequences of any decision in the long term,

(b)the interests of the group's employees,

(c)the need to foster the group's business relationships with suppliers, customers and others,

(d)the impact of the group's operations on the community and the environment,

(e)the desirability of the group maintaining a reputation for high standards of business conduct, and

(f)the need to act fairly between members of the group.

The consideration given to each of these matters for Emtec Group is set out below:

(a)At each board meeting the directors review along with the senior management team the potential outcome and progress of each of the planned strategic priorities.

(b)Each director is required to continually liaise with the HR department and engage directly with employees to ensure that the interests of all employees is kept at the forefront of all strategic decision making and they are strongly motivated by the board to ensure they promote the "employer of choice" ethos.

(c)As we depend on the capability and performance of our supply chain, we strive to be fair and responsible in our dealings with same. We take a collaborative approach across the board to try and maintain a healthy successful relationship for all.

(d)All employees are motivated to provide our customers with the best possible experience. We consistently seek out the most innovative, productive and sustainable solution to every challenge we encounter.

(e)We value customer loyalty. As such we make every effort to understand our customers' needs and key drivers, to allow us to develop long-term relationships that provide our customers with the level of intimacy that they require to support their success.

(f)The interests of all members are considered by the board when making decisions on behalf of the group.

EMPLOYEE MATTERS

The group supports the principle of equal opportunities in employment and opposes all forms of unlawful or unfair discrimination. Opportunity for employment and advancement are based solely on an individuals suitability for the work.

Full and fair consideration is given to applications for employment made by disabled persons, having regard to their aptitudes and abilities. Where any employee of the group should become disabled, retraining and reasonable adjustments to their environment will be provided where possible in order to keep the employee with the group.

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

Employee engagement is an important aspect of the group employment policies. Employees are regularly consulted regarding their views, the overall business performance and their contributions toward this.

FINANCIAL INSTRUMENTS

The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are all conducted in sterling. The group does not enter into any hedging transactions.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

GROUP STRATEGIC REPORT

for the year ended 31 December 2025

GOING CONCERN

The directors have prepared detailed forecasts, covering a period of at least 12 months from the date of signature of these financial statements, which show the the Group will trade profitably throughout the period. The forecasts were largely built based on work already secured at the time of writing and orders close to being secured in the period. As was predicted last year, 2025 was cash generative and the Group ended the year with a strong cash balance despite a considerable dividend paid to Group shareholders of £8m.

ON BEHALF OF THE BOARD:

Mr A T McKenzie - Director

30 June 2026

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

REPORT OF THE DIRECTORS

for the year ended 31 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of building services.

DIVIDENDS

Interim dividends per share were paid as follows:

Ordinary A £1 shares | £1.99 |  | - 7 July 2025

£32.38 |  | - 28 July 2025

£34.37 |

Ordinary B £1 shares | £15.76 |  | - 7 July 2025

Growth Ordinary £1 shares | NIL |

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 8,250,958 .

FUTURE DEVELOPMENTS

Based on projections the directors are confident that the group will continue to trade profitably in the current year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr M J Clinch

Mr A T McKenzie

Mr W Ottilinger

Other changes in directors holding office are as follows:

Mrs Y H Stevenson - resigned 24 October 2025

Mr S P Stevenson ceased to be a director after 31 December 2025 but prior to the date of this report.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Suppliers

As we depend on the capability and performance of our supply chain, we strive to be fair and responsible in our dealings with our suppliers. We take a collaborative approach across the board to try and maintain a healthy successful relationship for all with established communication mechanisms.

Customers

Customers are the core of our business. As such we make every effort to understand our customers' needs and key drivers, to allow us to develop long-term relationships that provide our customers with the level of intimacy that they require to support their success.

Shareholders

There are no institutional investors involved with Emtec Group Ltd. Fr. Sauter Ag. has a controlling interest in Emtec Group and its subsidiary undertakings. The interests of any minority shareholders across the group are represented through their active involvement in those business in which they have a shareholding.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

REPORT OF THE DIRECTORS

for the year ended 31 December 2025

STREAMLINED ENERGY AND CARBON REPORTING

Year |  | Emissions (tCO2e) |  | Emissions intensity (emissions tCO2e/turnover £m) |

2022 |  | 1,348 |  | 15.4 |

2023 |  | 1,421 |  | 16.5 |

2024 |  | 1,144 |  | 12.3 |

2025 |  | 1,129 |  | 12.6 |

Emissions have decreased year-on-year in absolute terms. In terms of intensity, which is measured as emissions per million pounds of revenue, this rose slightly during 2025 vs 2024.

The use of electricity remains a relatively small source of emissions relative to the fleet.

Electrification of company cars is in progress, however the majority of vehicles in the company's fleet remain diesel fuelled commercial vehicles (vans). The availability of cost-effective commercial vehicles with sufficient range and the availability of the charging structure for employees who do not have access to home charging continues to remain a barrier to rapid adoption.

The company has explored options of lowering emissions via carbon offsetting schemes; these are not currently in place. We remain committed to focusing on lowering our emissions directly.

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.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

REPORT OF THE DIRECTORS

for the year ended 31 December 2025

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr A T McKenzie - Director

30 June 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMTEC GROUP LIMITED

Opinion

We have audited the financial statements of Emtec Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 31 December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMTEC GROUP LIMITED

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 seven, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMTEC GROUP LIMITED

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- The 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/Group through discussions with directors and other management, and from our commercial knowledge;

- 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/Group, including the Companies Act 2006, taxation legislation, employment and data protection;

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

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assess the susceptibility of material misstatement within the Company/Group's financial statements, 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;

- 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 judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- Investigated the rationale behind any 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;

- Reading the minutes of meetings of those charged with governance;

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

- Reviewing correspondence.

Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

EMTEC GROUP LIMITED

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.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

30 June 2026

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 94,971,770 |  | 93,455,710 |  |

Cost of sales | (72,211,837 | ) | (67,461,223 | ) |

GROSS PROFIT | 22,759,933 |  | 25,994,487 |  |

Administrative expenses | (21,087,908 | ) | (18,520,054 | ) |

1,672,025 |  | 7,474,433 |  |

Other operating income | 110,819 |  | 156,671 |  |

OPERATING PROFIT | 5 | 1,782,844 |  | 7,631,104 |  |

Interest receivable and similar income | 495,113 |  | 511,582 |  |

2,277,957 |  | 8,142,686 |  |

Interest payable and similar expenses | 7 | (538,520 | ) | (11,117 | ) |

PROFIT BEFORE TAXATION | 1,739,437 |  | 8,131,569 |  |

Tax on profit | 8 | 1,691,703 |  | (2,051,359 | ) |

PROFIT FOR THE FINANCIAL YEAR | 3,431,140 |  | 6,080,210 |  |

OTHER COMPREHENSIVE INCOME |

Revaluation of fixed assets | - |  | 64,604 |  |

Income tax relating to other comprehensive income | - |  | (12,231 | ) |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | - |  | 52,373 |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 3,431,140 |  | 6,132,583 |  |

Profit attributable to:

Owners of the parent | 3,062,161 |  | 5,104,371 |  |

Non-controlling interests | 368,979 |  | 975,839 |  |

3,431,140 |  | 6,080,210 |  |

Total comprehensive income attributable to:

Owners of the parent | 3,062,161 |  | 5,156,744 |  |

Non-controlling interests | 368,979 |  | 975,839 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2025

| 2025 |  | 2024

£ | £ |

3,431,140 |  | 6,132,583 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 December 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 2,464,326 |  | 437,393 |  |

Tangible assets | 12 | 2,418,563 |  | 2,278,297 |  |

Investments | 13 | - |  | - |  |

4,882,889 |  | 2,715,690 |  |

CURRENT ASSETS

Debtors | 14 | 25,222,610 |  | 23,637,002 |  |

Cash at bank | 17,412,538 |  | 21,508,600 |  |

42,635,148 |  | 45,145,602 |  |

CREDITORS

Amounts falling due within one year | 15 | (35,537,037 | ) | (25,653,380 | ) |

NET CURRENT ASSETS | 7,098,111 |  | 19,492,222 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 11,981,000 |  | 22,207,912 |  |

PROVISIONS FOR LIABILITIES | 19 | (554,439 | ) | (442,947 | ) |

NET ASSETS | 11,426,561 |  | 21,764,965 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 251,205 |  | 251,205 |  |

Share premium | 21 | 24,151 |  | 24,151 |  |

Revaluation reserve | 21 | 683,633 |  | 683,633 |  |

Retained earnings | 21 | 10,157,548 |  | 19,878,337 |  |

SHAREHOLDERS' FUNDS | 11,116,537 |  | 20,837,326 |  |

NON-CONTROLLING INTERESTS | 22 | 310,024 |  | 927,639 |  |

TOTAL EQUITY | 11,426,561 |  | 21,764,965 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

Mr A T McKenzie - Director

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

COMPANY STATEMENT OF FINANCIAL POSITION

31 December 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 17,094,189 |  | 1,052,435 |  |

17,094,189 |  | 1,052,435 |  |

CURRENT ASSETS

Debtors | 14 | 8,287,143 |  | 10,217,787 |  |

Cash at bank | 606,534 |  | 11,695,428 |  |

8,893,677 |  | 21,913,215 |  |

CREDITORS

Amounts falling due within one year | 15 | (10,943,823 | ) | (13,250,235 | ) |

NET CURRENT (LIABILITIES)/ASSETS | (2,050,146 | ) | 8,662,980 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 15,044,043 |  | 9,715,415 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (10,000,000 | ) | - |  |

NET ASSETS | 5,044,043 |  | 9,715,415 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 251,205 |  | 251,205 |  |

Share premium | 21 | 24,151 |  | 24,151 |  |

Retained earnings | 21 | 4,768,687 |  | 9,440,059 |  |

SHAREHOLDERS' FUNDS | 5,044,043 |  | 9,715,415 |  |

Company's profit for the financial year | 3,577,123 |  | 720,928 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

Mr A T McKenzie - Director

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

£ | £ | £ |

Balance at 1 January 2024 | 251,205 |  | 14,891,964 |  | 24,151 |  |

Changes in equity

Dividends | - |  | (117,998 | ) | - |  |

Total comprehensive income | - |  | 5,104,371 |  | - |  |

Balance at 31 December 2024 | 251,205 |  | 19,878,337 |  | 24,151 |  |

Changes in equity

Dividends | - |  | (8,250,958 | ) | - |  |

Total comprehensive income | - |  | 3,062,161 |  | - |  |

Acquisition of non controlling

interest | - |  | (3,734,928 | ) | - |  |

Transfer between reserves | - |  | (797,064 | ) | - |  |

Balance at 31 December 2025 | 251,205 |  | 10,157,548 |  | 24,151 |  |

| Revaluation |  | Non-controlling |  | Total

| reserve |  | Total |  | interests |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 631,260 |  | 15,798,580 |  | 554,277 |  | 16,352,857 |  |

Changes in equity

Dividends | - |  | (117,998 | ) | (602,477 | ) | (720,475 | ) |

Total comprehensive income | 52,373 |  | 5,156,744 |  | 975,839 |  | 6,132,583 |  |

Balance at 31 December 2024 | 683,633 |  | 20,837,326 |  | 927,639 |  | 21,764,965 |  |

Changes in equity

Dividends | - |  | (8,250,958 | ) | (1,171,937 | ) | (9,422,895 | ) |

Total comprehensive income | - |  | 3,062,161 |  | 368,979 |  | 3,431,140 |  |

Acquisition of non controlling

interest | - |  | (3,734,928 | ) | (611,721 | ) | (4,346,649 | ) |

Transfer between reserves | - |  | (797,064 | ) | 797,064 |  | - |  |

Balance at 31 December 2025 | 683,633 |  | 11,116,537 |  | 310,024 |  | 11,426,561 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 251,205 |  | 8,837,129 |  | 24,151 |  | 9,112,485 |  |

Changes in equity

Dividends | - |  | (117,998 | ) | - |  | (117,998 | ) |

Total comprehensive income | - |  | 720,928 |  | - |  | 720,928 |  |

Balance at 31 December 2024 | 251,205 |  | 9,440,059 |  | 24,151 |  | 9,715,415 |  |

Changes in equity

Dividends | - |  | (8,248,495 | ) | - |  | (8,248,495 | ) |

Total comprehensive income | - |  | 3,577,123 |  | - |  | 3,577,123 |  |

Balance at 31 December 2025 | 251,205 |  | 4,768,687 |  | 24,151 |  | 5,044,043 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 15,278,925 |  | 9,965,159 |  |

Interest paid | (538,520 | ) | (11,117 | ) |

Tax paid | (2,995,231 | ) | (584,188 | ) |

Net cash from operating activities | 11,745,174 |  | 9,369,854 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (2,190,190 | ) | (25,367 | ) |

Purchase of tangible fixed assets | (442,314 | ) | (371,131 | ) |

Sale of tangible fixed assets | 35,911 |  | 50,820 |  |

Acquisition of non-controlling interests | (4,346,861 | ) | - |  |

Interest received | 495,113 |  | 511,582 |  |

Net cash from investing activities | (6,448,341 | ) | 165,904 |  |

Cash flows from financing activities

Equity dividends paid | (8,250,958 | ) | (117,998 | ) |

Dividends paid non controlling interests | (1,141,937 | ) | (602,477 | ) |

Net cash from financing activities | (9,392,895 | ) | (720,475 | ) |

(Decrease)/increase in cash and cash equivalents | (4,096,062 | ) | 8,815,283 |  |

Cash and cash equivalents at beginning of year | 2 | 21,508,600 |  | 12,693,317 |  |

Cash and cash equivalents at end of year | 2 | 17,412,538 |  | 21,508,600 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2025

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

| 2025 |  | 2024

£ | £ |

| Profit before taxation | 1,739,437 |  | 8,131,569 |  |

| Depreciation charges | 464,688 |  | 333,672 |  |

| Profit on disposal of fixed assets | (15,213 | ) | (8,404 | ) |

| Finance costs | 538,520 |  | 11,117 |  |

| Finance income | (495,113 | ) | (511,582 | ) |

2,232,319 |  | 7,956,372 |  |

| Decrease/(increase) in trade and other debtors | 3,199,498 |  | (5,307,854 | ) |

| Increase in trade and other creditors | 9,847,108 |  | 7,316,641 |  |

| Cash generated from operations | 15,278,925 |  | 9,965,159 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 31 December 2025

| 31.12.25 |  | 1.1.25

£ | £ |

| Cash and cash equivalents | 17,412,538 |  | 21,508,600 |  |

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 21,508,600 |  | 12,693,317 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.25 | Cash flow | At 31.12.25

£ | £ | £ |

| Net cash |

| Cash at bank | 21,508,600 |  | (4,096,062 | ) | 17,412,538 |  |

21,508,600 |  | (4,096,062 | ) | 17,412,538 |  |

| Total | 21,508,600 |  | (4,096,062 | ) | 17,412,538 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2025

1. | STATUTORY INFORMATION

| Emtec Group Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2. | STATEMENT OF COMPLIANCE

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The presentation currency of the financial statements is the Pound Sterling (£).

3. | ACCOUNTING POLICIES

| BASIS OF PREPARING THE FINANCIAL STATEMENTS

| The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| The Directors have prepared detailed forecasts, covering a period of at least 12 months from the date of signature of these financial statements, which show that the group will trade profitably throughout the period. The forecasts were largely built based on work already secured at the time of writing and orders close to being secured in the period. As was predicted last year, 2025 was cash generative although the group ends the year with a lower cash balance.

| BASIS OF CONSOLIDATION

| The consolidated group financial statements consist of the financial statements of the parent company and all the subsidiary companies which it controls either directly or indirectly.

| Intercompany transactions and balances between group companies are eliminated on consolidation.

| The share of non-controlling interests in subsidiary companies is presented under the heading non-controlling interests in the consolidated balance sheet. Their share in the profit or loss for the year is disclosed as income attributable to non-controlling interests in the consolidated income statements.

| The financial statements of all subsidiary companies are prepared to the same reporting date as the parent company. All subsidiary companies have been consolidated.

| The cost of a business combination is the fair value at the acquisition date, of the assets given, equity instruments issued and liabilities incurred or assumed, plus directly attributable costs.

| The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

3. | ACCOUNTING POLICIES - continued

| SIGNIFICANT JUDGEMENTS AND ESTIMATES

| In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience, knowledge of each contract and other factors that are considered to be relevant. Contract revenue and expenditure is reconciled monthly based on our understanding and forecasts; however, 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.

| KEY ACCOUNTING ESTIMATE - AMOUNTS RECOVERABLE ON CONTRACTS

| Amounts recoverable on contracts is recognised in line with the construction contract debtor policy which includes estimates based on stage of completion and specific to individual contracts. Amounts recoverable on contracts is kept under constant review with appropriate provision made. The directors monitor the risk profile of each individual contract and also consider exposure to any one debtor where a number of contracts are being delivered for that debtor and included within amounts recoverable on contracts.

| KEY ACCOUNTING ESTIMATE - TRADE DEBTORS

| The group monitors the risk profile of trade debtors regularly and makes a provision for amounts deemed not to be recoverable. All non-group outstanding debtor balances over 2 years would be recognised as non-recoverable in line with group policy.

| KEY ACCOUNTING ESTIMATE - INVESTMENT IN SUBSIDIARY UNDERTAKINGS

| Fixed asset investments in subsidiary undertakings within the parent company are stated at cost less impairment. An impairment provision is made where the directors consider that there has been a permanent diminution in value of an investment.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

3. | ACCOUNTING POLICIES - continued

| TURNOVER AND REVENUE RECOGNITION

| Turnover is derived from the various contracting activities of the group which includes construction contracts, maintenance contracts and other small works either on a fixed price or time and materials basis.

| When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, turnover and costs are recognised over the period of the contract.

| When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

| When the outcome of a construction contract cannot be estimated reliably, contract turnover is recognised only to the extent of contract costs that it is probable will be recovered.

| Contract costs include direct costs incurred in securing the contract that can be separately identified and measured reliably, if it is probable that the contract will be obtained. Costs incurred in securing a contract which have been expensed as incurred, are not included in contract costs if the contract is subsequently obtained.

| The Group uses the "percentage of completion method" to determine the appropriate amount to recognise in a given period usually with reference to work applied for on a monthly basis. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded for contract costs in determining the stage of completion. These costs are presented as amounts recoverable on contracts provided it is probable they will be recovered.

| Revenue in relation to maintenance contracts is recognised as costs are incurred. Work in progress is recognised in relation to minor additional works where the cost has been incurred and it is probable that the consideration due will be received.

| Retentions are recognised in revenue following an assessment of their likely recoverability.

| CONSTRUCTION CONTRACT DEBTORS

| Construction contract debtors (amounts recoverable on contracts) represent the gross unbilled amount for contract work performed to date. They are measured at cost plus profit recognised to date (see the turnover accounting policy) less a provision for foreseeable losses and less progress billings. Variations are included in contract revenue when they are reliably measurable and it is probable that the customer will approve the variation itself and the revenue arising from the variation. Claims are included in contract revenue only when they are reliably measurable and negotiations have reached an advanced stage such that it is probable that the customer will accept the claim. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the entity's contract activities based on normal operating capacity. Construction contract debtors (amounts recoverable on contracts) are presented as part of debtors in the balance sheet. If payments received from customers exceed the income recognised, then the difference is presented as accruals and deferred income in the balance sheet.

| GOODWILL

| Goodwill, being the amount paid in connection with the acquisition of a business in 2021 and a business in 2025, is being amortised evenly over its estimated useful life of ten years.

| INTANGIBLE ASSETS

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Computer software is currently being amortised evenly over its estimated useful life of 5 years.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

3. | ACCOUNTING POLICIES - continued

| TANGIBLE FIXED ASSETS

| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

| Plant and machinery - Straight line over 4 years, Straight line over 2 years and Straight line over 5 years

| Fixtures and fittings - Straight line over 5 years, Straight line over 2 years and Straight line over 4 years

| Motor vehicles - 25% on reducing balance and Straight line over 4 years

| Computer equipment - 50% on cost

| Land and buildings are not depreciated but are instead subject to regular revaluations to ensure they are reflected at fair value. On acquisition land and buildings are initially recognised at cost. These assets are subject to regular valuations by independent professional valuers. When an asset is revalued, any accumulated depreciation to date is eliminated against the gross carrying amount of the asset and the ongoing depreciation charge is recalculated based on the revalued amount. Where the revaluation is above original cost any gains or losses arising are recognised in other comprehensive income statement in the period they arose. Where the revaluation is below original cost any gains or losses arising are recognised in the income statement.

| At each balance sheet date, the group reviews the carrying amounts of its tangible and intangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

3. | ACCOUNTING POLICIES - continued

| FINANCIAL INSTRUMENTS

| Basic financial instruments

| The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102, in full, to all of its financial instruments.

| Recognition and measurement of financial instruments:

| Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

| Classification of financial instruments:

| Financial instruments are classified as liabilities and equity instruments according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

| Trade, group and other debtors:

| Trade, group and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

| Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument and subsequently measured at amortised cost, using the effective interest method. The effective interest rate is the market rate used to determine initial measurement adjusted to amortise directly attributable transaction costs.

| A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

| Cash and cash equivalents:

| Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities.

| Trade creditors, group and other creditors:

| Trade, group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled.

| Where the arrangement with a creditor constitutes a financing transaction, the creditor is initially measured at the present value of future payments discounted at a market rate of interest for a similar instrument and subsequently measured at amortised cost, being transaction price less any amounts settled and the cumulative amortisation (using the effective interest method) of any difference between the amount at initial recognition and the maturity amount. The effective interest rate is the rate that discounts estimated future cash payments to the carrying amount of the financial liability.

| Derecognition of financial assets and liabilities:

| A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some (but not substantially all) risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

3. | ACCOUNTING POLICIES - continued

| A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

| TAXATION

| The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

| Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

| Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

| Current tax is based on taxable profit for the year.

| Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

| Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

| Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

| DEFERRED TAX

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| FOREIGN CURRENCIES

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| HIRE PURCHASE AND LEASING COMMITMENTS

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

3. | ACCOUNTING POLICIES - continued

| PROVISIONS

| Provisions are recognised when the group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefit swill be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

| EMPLOYEE BENEFITS

| Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

| GRANTS

| Grants which are considered to be revenue in nature are credited to profit and loss in the period to which they relate. Grants of a capital nature are reflected as deferred income in the balance sheet and released to profit and loss over the estimated useful life of the assets to which they relate.

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 32,495,857 |  | 23,615,999 |  |

| Social security costs | 2,643,831 |  | 2,172,228 |  |

| Other pension costs | 673,013 |  | 533,792 |  |

35,812,701 |  | 26,322,019 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| Direct wages | 265 |  | 279 |  |

| Administration staff | 207 |  | 215 |  |

| Group directors | 5 |  | 5 |  |

477 |  | 499 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 202,421 |  | 189,453 |  |

| Directors' pension contributions to money purchase schemes | 71,389 |  | 36,000 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 1 |  | 1 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

4. | EMPLOYEES AND DIRECTORS - continued

| Information regarding the highest paid director for the year ended 31 December 2025 is as follows:

| 2025 |

£ |  |

| Emoluments etc | 202,421 |  |

| Pension contributions to money purchase schemes | 71,389 |  |

5. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Hire of plant and machinery | 1,287,403 |  | 2,039,084 |  |

| Other operating leases | 278,601 |  | 244,285 |  |

| Depreciation - owned assets | 281,350 |  | 275,049 |  |

| Profit on disposal of fixed assets | (15,213 | ) | (8,404 | ) |

| Goodwill amortisation | 160,669 |  | 58,665 |  |

| Computer software amortisation | 2,588 |  | - |  |

| Foreign exchange differences | 24 |  | 6,162 |  |

6. | AUDITORS' REMUNERATION

| 2025 |  | 2024

£ | £ |

| Fees payable to the company's auditors and their associates for the audit of the company's financial statements | 111,825 |  | 89,782 |  |

| Auditors' remuneration for non audit work | 10,650 |  | 5,000 |  |

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | 2,753 |  | 2,657 |  |

| HMRC interest | 50,204 |  | 8,460 |  |

| Loan | 485,563 |  | - |  |

538,520 |  | 11,117 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

8. | TAXATION

| Analysis of the tax (credit)/charge

| The tax (credit)/charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | (1,854,499 | ) | 1,994,047 |  |

| Previous year tax adjustment | 141,378 |  | 55,785 |  |

| Group relief | (1 | ) | - |  |

| Total current tax | (1,713,122 | ) | 2,049,832 |  |

| Deferred tax | 21,419 |  | 1,527 |  |

| Tax on profit | (1,691,703 | ) | 2,051,359 |  |

| RECONCILIATION OF TOTAL TAX (CREDIT)/CHARGE INCLUDED IN PROFIT AND LOSS

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 1,739,437 |  | 8,131,569 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 434,859 |  | 2,032,892 |  |

| Effects of:

| Expenses not deductible for tax purposes | 34,029 |  | 42,199 |  |

| Income not taxable for tax purposes | (244,183 | ) | (58,781 | ) |

| Capital allowances in excess of depreciation | (15,479 | ) | (24,351 | ) |

| Utilisation of tax losses | (2,047,765 | ) | - |  |

| Adjustments to tax charge in respect of previous periods | 35,344 |  | 57,873 |  |

| Deferred tax | 111,492 |  | 1,527 |  |

| Total tax (credit)/charge | (1,691,703 | ) | 2,051,359 |  |

| Tax effects relating to effects of other comprehensive income |

| There were no tax effects for the year ended 31 December 2025.

| 2024 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Revaluation of fixed assets | 64,604 |  | (12,231 | ) | 52,373 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

10. | DIVIDENDS

| 2025 |  | 2024

£ | £ |

| Ordinary A shares of £1 each

| Interim | 8,151,958 |  | 18,998 |  |

| Ordinary B shares of £1 each

| Interim | 99,000 |  | 99,000 |  |

8,250,958 |  | 117,998 |  |

11. | INTANGIBLE FIXED ASSETS

| Group

| Computer |

| Goodwill |  | software |  | Totals

£ | £ | £ |

| COST

| At 1 January 2025 | 586,649 |  | 25,367 |  | 612,016 |  |

| Additions | 2,040,079 |  | 150,111 |  | 2,190,190 |  |

| At 31 December 2025 | 2,626,728 |  | 175,478 |  | 2,802,206 |  |

| AMORTISATION

| At 1 January 2025 | 174,623 |  | - |  | 174,623 |  |

| Amortisation for year | 160,669 |  | 2,588 |  | 163,257 |  |

| At 31 December 2025 | 335,292 |  | 2,588 |  | 337,880 |  |

| NET BOOK VALUE

| At 31 December 2025 | 2,291,436 |  | 172,890 |  | 2,464,326 |  |

| At 31 December 2024 | 412,026 |  | 25,367 |  | 437,393 |  |

| Goodwill additions in the year represent the assets held at fair value on the date of acquisition of the subsidiaries as follows:

|  | Emtec Southern |  | EmtecReact |  | Lidex Control Systems |  | Total |  |

| £ |  | £ |  | £ |  | £ |  |

| Purchase consideration |  | - |  | 1,203,881 |  | 491,012 |  | 1,694,893 |  |

| Net assets at date of acquisition |  | (862,967 | ) | 317,466 |  | 200,315 |  | (345,186 | ) |

| Goodwill |  | 862,967 |  | 886,415 |  | 290,698 |  | 2,040,079 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

12. | TANGIBLE FIXED ASSETS

| Group

| Fixtures

| Heritable |  | Plant and |  | and

| property |  | machinery |  | fittings

£ | £ | £ |

| COST OR VALUATION

| At 1 January 2025 | 1,330,000 |  | 209,487 |  | 684,181 |  |

| Additions | - |  | 102,424 |  | 3,020 |  |

| Disposals | - |  | - |  | - |  |

| At 31 December 2025 | 1,330,000 |  | 311,911 |  | 687,201 |  |

| DEPRECIATION

| At 1 January 2025 | - |  | 172,956 |  | 421,151 |  |

| Charge for year | - |  | 12,906 |  | 63,002 |  |

| Eliminated on disposal | - |  | - |  | - |  |

| At 31 December 2025 | - |  | 185,862 |  | 484,153 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,330,000 |  | 126,049 |  | 203,048 |  |

| At 31 December 2024 | 1,330,000 |  | 36,531 |  | 263,030 |  |

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| COST OR VALUATION

| At 1 January 2025 | 1,236,915 |  | 57,847 |  | 3,518,430 |  |

| Additions | 273,236 |  | 63,634 |  | 442,314 |  |

| Disposals | (165,393 | ) | - |  | (165,393 | ) |

| At 31 December 2025 | 1,344,758 |  | 121,481 |  | 3,795,351 |  |

| DEPRECIATION

| At 1 January 2025 | 639,253 |  | 6,773 |  | 1,240,133 |  |

| Charge for year | 187,979 |  | 17,463 |  | 281,350 |  |

| Eliminated on disposal | (144,695 | ) | - |  | (144,695 | ) |

| At 31 December 2025 | 682,537 |  | 24,236 |  | 1,376,788 |  |

| NET BOOK VALUE

| At 31 December 2025 | 662,221 |  | 97,245 |  | 2,418,563 |  |

| At 31 December 2024 | 597,662 |  | 51,074 |  | 2,278,297 |  |

| Included in cost or valuation of land and buildings is freehold land of £75,000 (2024 - £75,000) which is not depreciated.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

12. | TANGIBLE FIXED ASSETS - continued

| Group

| Cost or valuation at 31 December 2025 is represented by:

| Fixtures

| Heritable |  | Plant and |  | and

| property |  | machinery |  | fittings

£ | £ | £ |

| Valuation in 2018 | 826,000 |  | - |  | - |  |

| Valuation in 2024 | 64,604 |  | - |  | - |  |

| Cost | 439,396 |  | 311,911 |  | 687,201 |  |

1,330,000 |  | 311,911 |  | 687,201 |  |

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| Valuation in 2018 | - |  | - |  | 826,000 |  |

| Valuation in 2024 | - |  | - |  | 64,604 |  |

| Cost | 1,344,758 |  | 121,481 |  | 2,904,747 |  |

1,344,758 |  | 121,481 |  | 3,795,351 |  |

| If heritable land and buildings had not been revalued it would have been included at the following historical cost:

2025 | 2024 |

£ | £ |

| Cost | 439,936 |  | 439,936 |  |

| Value of land in freehold land and buildings | 75,000 |  | 75,000 |  |

| The property valuation by the directors of £1.3m on 31 December 2025 was considered to be broadly in line with the most recent external valuation of £1.3m by Whyte & Barrie in January 2023.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2025 | 1,052,435 |  |

| Additions | 16,041,754 |  |

| At 31 December 2025 | 17,094,189 |  |

| NET BOOK VALUE

| At 31 December 2025 | 17,094,189 |  |

| At 31 December 2024 | 1,052,435 |  |

| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

| SUBSIDIARIES

| Emtec Building Services Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Electrical & mechanical contractor

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Emtec Solutions Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Electrical & plumbing contractor

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Emtec Property Services Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Plumbing & construction services

| %

| Class of shares: | holding |

| Ordinary | 85.00 |

| Emtec Facility Services Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Mechanical & electrical facilities maintenance

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

13. | FIXED ASSET INVESTMENTS - continued

| Emtec Core & Protect Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Diamond drilling and sawing services

| %

| Class of shares: | holding |

| Ordinary | 90.00 |

| Emtec Energy Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Energy systems

| %

| Class of shares: | holding |

| Ordinary | 90.00 |

| Emtec Fire Systems Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Fire protection and detection systems

| %

| Class of shares: | holding |

| Ordinary | 80.00 |

| Emtec Group Management Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Group services

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Emtec Building Services North Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Electrical & mechanical contractor

| %

| Class of shares: | holding |

| Ordinary | 90.00 |

| Emtec Utility Services Ltd

| Registered office: 29 Brandon Street, Hamilton, Lanarkshire, ML3 6DA

| Nature of business: Utilities contractor

| %

| Class of shares: | holding |

| Ordinary | 56.00 |

| Emtec Southern (Holdings) Limited

| Registered office: 36 Ormside Way, Redhill, United Kingdom, RH1 2LW

| Nature of business: Plumbing, heat and air-conditioning

| %

| Class of shares: | holding |

| Ordinary | 85.00 |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

13. | FIXED ASSET INVESTMENTS - continued

| Lidex Control Systems Ltd

| Registered office: 36 Ormside Way, Redhill, United Kingdom, RH1 2LW

| Nature of business: Plumbing, heat and air-conditioning

| %

| Class of shares: | holding |

| Ordinary | 70.00 |

14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 5,124,470 |  | 4,141,634 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 8,287,143 |  | 5,157,539 |  |

| Amounts recoverable on contract | 14,756,776 |  | 13,213,465 |  | - |  | - |  |

| Other debtors | 1,032,649 |  | 5,143,807 |  | - |  | 5,000,007 |  |

| Tax | 3,304,080 |  | 62,285 |  | - |  | - |  |

| Prepayments and accrued income | 1,004,635 |  | 1,075,811 |  | - |  | 60,241 |  |

25,222,610 |  | 23,637,002 |  | 8,287,143 |  | 10,217,787 |  |

15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade creditors | 18,750,106 |  | 19,853,075 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 10,928,607 |  | 13,178,239 |  |

| Tax | - |  | 1,466,558 |  | - |  | 195 |  |

| Social security and other taxes | 719,202 |  | 763,735 |  | - |  | - |  |

| VAT | 911,768 |  | 2,453,483 |  | - |  | - |  |

| Other creditors | 10,781,430 |  | 334,738 |  | - |  | - |  |

| Accruals and deferred income | 4,374,531 |  | 781,791 |  | 15,216 |  | 71,801 |  |

35,537,037 |  | 25,653,380 |  | 10,943,823 |  | 13,250,235 |  |

16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Company |

2025 | 2024 |

£ | £ |

| Amounts owed to group undertakings | 10,000,000 |  | - |  |

17. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 645,373 |  | 678,352 |  |

| Between one and five years | 389,866 |  | 872,400 |  |

1,035,239 |  | 1,550,752 |  |

18. | SECURED DEBTS

| Bank of Scotland Plc holds a floating charge over the assets of certain subsidiary companies as security against any monies that may become owed to it by the group.

19. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 331,788 |  | 220,296 |  |

| Other timing differences | 222,651 |  | 222,651 |  |

554,439 |  | 442,947 |  |

| Group

| Deferred |

| tax |

£ |

| Balance at 1 January 2025 | 442,947 |  |

| Provided during year | 111,492 |  |

| Balance at 31 December 2025 | 554,439 |  |

20. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 150,800 | Ordinary A | £1 | 150,800 |  | 150,800 |  |

| 100,400 | Ordinary B | £1 | 100,400 |  | 100,400 |  |

| 5 | Growth Ordinary | £1 | 5 |  | 5 |  |

251,205 |  | 251,205 |  |

| The Growth Ordinary shares are non-voting and do not entitle their holders to dividends or the right to participate in the company's profits.

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

21. | RESERVES

| Group

| Retained |  | Share |  | Revaluation |

| earnings |  | premium |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 January 2025 | 19,878,337 |  | 24,151 |  | 683,633 |  | 20,586,121 |  |

| Profit for the year | 3,062,161 |  | 3,062,161 |  |

| Dividends | (8,250,958 | ) | (8,250,958 | ) |

| Acquisition of non controlling

| interest | (3,734,928 | ) | - |  | - |  | (3,734,928 | ) |

| Transfer between reserves | (797,064 | ) | - |  | - |  | (797,064 | ) |

| At 31 December 2025 | 10,157,548 |  | 24,151 |  | 683,633 |  | 10,865,332 |  |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 January 2025 | 9,440,059 |  | 24,151 |  | 9,464,210 |  |

| Profit for the year | 3,577,123 |  | 3,577,123 |  |

| Dividends | (8,248,495 | ) | (8,248,495 | ) |

| At 31 December 2025 | 4,768,687 |  | 24,151 |  | 4,792,838 |  |

22. | NON-CONTROLLING INTERESTS

| Non-controlling interests which represent the portion of profit or loss and net assets in subsidiaries that is not held by the group is presented separately from parent shareholders' equity in the financial statements.

| £ |  |

| At 1 January 2025 |  | 927,639 |  |

| Total comprehensive income |  | 368,979 |  |

| Dividends paid to non-controlling interests |  | (1,171,937 | ) |

| Acquisition of non-controlling interests |  | (611,721 | ) |

| Transfer between reserves |  | 797,064 |  |

| At 31 December 2025 |  | 310,024 |  |

EMTEC GROUP LIMITED (REGISTERED NUMBER: SC342923)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the year ended 31 December 2025

23. | RELATED PARTY DISCLOSURES

| Remuneration paid to key management personnel during the period was £1,124,133 (2024 - £588,473).

| During the year Emtec Group Ltd was charged management and licence fees totalling £4,366,934

| (2024 - £2,291,140) by its ultimate parent company.

| During the year the subsidiary companies provided loans to directors who are also considered key management personnel. At the year end the loan balance outstanding was £125,117 (2024 - £141,149). The loans are repayable on demand. There are no fixed repayment terms. Interest of £nil has been applied to the loans during the year.

| Included in other creditors is an amount of £10,639,718 (2024 - other debtor - £5,000,000) due to the ultimate parent company.

| The following transactions and balances arose, under normal commercial terms, with a company that has a number of directors in common and the same ultimate parent company

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Sales in year |  | 468,976 |  | 27,519 |  |

| Purchases in year |  | - |  | 783 |  |

| Included within trade debtors at year end |  | 5,000 |  | 10,614 |  |

| Included within trade creditors at year end |  | - |  | - |  |

24. | ULTIMATE PARENT COMPANY

| The ultimate parent company undertaking is Fr. Sauter Ag. and consolidated financial statements may be obtained from it's registered office at 55 Im Surinam, Basel, Switzerland.