Opening Statement

De-Group Contracting (DeGC)

We are pleased to be reporting sales growth of 23.2% for the 12 months ended 31st October 2025. During the financial year, core activities continue to expand in the construction, refurbishment and fit out of luxury hotels, leisure and hospitality facilities, members clubs', prime residential and commercial developments in Central London and the South of England. In a period when the UK Construction Industry faced sustained challenges we continued to grow our business. Despite our many successes there was an exceptional cost incurred in the period and some client delays on two of our largest live contracts which resulted overall in a modest loss being reported. This result fell short of our expectations, and it is important to note that a significant proportion of cost relates to a non-recurring and fully concluded matter. The board and management remain focused on operational excellence and restoring profitability which is forecast to return to or exceed budget levels in this financial year and beyond.

Looking forward we continue to strengthen our pipeline with the current forecast showing further growth in 25/26, bolstered with the introduction of our Regional Division beyond our core central London market. We strategically recognised that opportunity exists through diversification and the capacity within our business and have now extended the offer of our services to a regional market for private and public sector clients.  Following a period of successful tendering we have secured and are delivering a significant project in Kent for the UK Government. We have also been awarded and expect to be awarded projects in East and West Sussex, one of which we took through the Gateway 2 process. These projects commence on site in the current financial year.

DeGC ‘Regional’ is currently headquartered in Central London and delivered by regional teams.

Many of our valued clients appreciate the opportunity of DeGC ‘following on’ from their sister company, Deconstruct, or indeed light touch principal contracting in the enablement phase. It is a Group USP that clients can enjoy and rely on a seamless, often contractually linked relationship, to drive their project through a higher risk phase of enablement, while procuring and coordinating the construction phase of their project. DeGC and Deconstruct have worked together successfully on several significant projects in the reporting period. Our relationship with our customers is very important to us, we are selective on who we work with, sharing real values and ethos is key. The quality of our delivery and product is lauded by our clients who often choose us over our competition because of how we go about our business, openly, honestly, collaboratively and of course professionally and safely. We are extremely proud of the projects that we deliver and the enduring quality of these speak for themselves.

Our prime residential new build project The Lucan, was completed in the period and we are nearing completion on the prestigious schemes in Shepherds Market, One Palace Green and Dean Street. We are progressing with the fit out of the super prime members club', The Carrington and the refurbishment and fit out of art galleries and residences at e17-22 South Audley Street which will complete in 2027.

A framework agreement with Shaftesbury Capital continues to produce a steady and visible flow of work across a fast-track commercial office refurbishment programme in London’s West-End.

In addition to securing new work in the regions other significant projects secured in the period include prime commercial office refurbishment at 33 Jermyn Street for Motcomb Estates and on Houndsditch in the City of London for Brockton Everlast

While market confidence remains at the lower end of the scale, our pipeline reports positively on activity and opportunities. We have several projects in post tender in which we feel confident we will secure a good proportion of.

A number are at pre-qualification stage and we are in early discussions on several others.

We work with discerning Real Estate Investors and Developers on projects ranging in value from £500k to c.£80m.

Our appointment is typically via JCT Design & Build or Traditional Standard Building Contract following traditional single or two stage tendering process alongside hybrid & negotiated procurement routes. We are also engaged on a NEC4 contract for the UK Government.

Our People

We continue to seek to attract the best people to our business from experienced industry professionals to Apprentices. Our growth and transformation has only been possible through commitment, dedication and the expertise of our teams.

During the financial year of 2024/25, DeGC achieved an outstanding average score of 43 out of 45 under the Considerate Constructors Scheme, including a perfect 45 out of 45 at the Park Lane Mews project, this leading us to be considered for the National Site Awards. We remain committed to continually raising standards and delivering quality beyond expectation, with a strong focus on community engagement, mental health and wellbeing support, all of which underpin the successful delivery of exemplar engineering and high-end finish projects.

Our community work sits alongside our continued investment in our own teams. Along with our Occupational Health screening programme we run targeted wellbeing programmes, provide access to lifestyle health screening, and offer training and mentoring across the business. Several colleagues have now completed mental health first aid training which strengthens the support we can offer on sites and within our offices.

We believe that engaged and valued people deliver better outcomes for our clients and the communities we serve. This principle continues to guide our leadership approach and remains central to the culture of DE Group.

SHEQ

Our work takes place in one of the most high-risk environments in the UK economy so strong governance and disciplined occupational health and safety management remain central to how we operate and lead our business.

We have an unwavering commitment to prevention through robust planning, ensuing the competence of our people and clear accountability at every level.  Our in house SHEQ and Sustainability team that leads on strategy, supports projects and drives continuous improvement.

We take a holistic view of health and safety that covers physical risks, health risks, behavioural factors and the impact of long-term exposure, integrating digital tools and reliable data to support assurance, decision making and transparency.

Building Safety Act and our dutyholder responsibilities

The Building Safety Act has created a new landscape for accountability, assurance and competency. Our response is grounded in three areas.

1. Clear dutyholder understanding across projects, including client, designer and contractor responsibilities from early design through to completion.

2. A structured approach to the Golden Thread of information supported by digital records, transparent change control and reliable evidence that work meets the required standards.

3. A focus on behavioural and technical competence aligned to BS 8670, supported by training, assessment and continuous professional development.

Holistic risk management

We manage risk across the full project lifecycle, from pre-construction design reviews to site execution and handover. This includes a focus on health risk management such as dust, noise, vibration, manual handling and wider wellbeing considerations.  This supports and works in conjunction with our approach to safety risk management covering temporary works, plant and equipment, lifting operations, structural stability and site logistics.

Our aim is straightforward, to protect people, maintain safe and healthy workplaces and meet all legal and moral duties while delivering high quality construction outcomes.

2024/25 DE Group Contracting received their 7th consecutive Gold Award from RoSPA for our demonstrable exemplar approach to Safety, Health, Environment and Quality. We will continue to invest in our training, up-skilling, mentoring and employing best practices to ensure our industry leading standards of Health and Safety are maintained.

Notable statistics from 2024/25

• Over 850,000 person hours worked

• 302 internal SHEQ inspections

• 25 Director safety tours

• 48 external audits

• 0 visits from enforcing authorities with no adverse observations or enforcement actions

Social Values, Community Engagement, Charity and the Wellbeing of all De Group staff

We remain committed to the communities that sit alongside our projects. During 2025 we expanded our social value work with a sharper focus on literacy, local resilience and practical support for people seeking a route back into work.

Our work this year included the following.

Employment and skills support

• Regular attendance at Department for Work and Pensions job fairs, where our team provided direct career advice.

• Monthly one to one support sessions for people seeking work, including CV writing, interview preparation and general guidance.

• Continued focus on creating pathways for individuals who are long term unemployed or recorded as NEET.

Community initiatives

• Delivery of our Wall of Kindness programme which supports local families with essential goods and equipment through a fully funded community vehicle based at the Grenfell Tower site.

• Expansion of our children’s literacy work, including a Group wide book reuse scheme on all projects. Books were collected and redistributed to schools and community groups to support reading and early learning.

• Expansion of our support of the Soup Kitchen London charity.

• Provision of industrial sewing machines and materials to a local community group to support skills development and resilience projects.

• Supply of laptops, printers and basic IT support to strengthen communication within community groups.

• Delivery of wellbeing sessions for residents, including stress support and on-site health checks such as PSA and thyroid testing.

• Delivery of paediatric first aid training within local community groups.

Sustainability

Progress continues on the development of a compliant management system aligned to ISO 14068, supported by the broader suite of ISO standards focused on carbon neutrality. This work involves establishing robust data modelling and recording mechanisms, enabling us to manage offsetting activities within a formalised framework and achieve external verification against the standard.

During the reporting period DEGC have successfully completed their 2025 BSI audit cycles with no issues raised. We also achieved strong outcomes in both Achilles and Considerate Constructors Scheme audits, again with no issues identified.

Our repurposing programmes continue to flourish. Alongside our ongoing partnership with established market leaders, we also work with local charities which further supports our sustainability goals while adding meaningful community value through local engagement initiatives.

DE Group Contracting continues to operate as an ISO 14001 certified organisation. During 2025 we advanced our environmental strategy and aligned our work with the United Nations Sustainable Development Goals. We also accelerated our progress toward our Net Zero commitment by implementing the PAS 2060 framework and embedding science based targets across our operations.

Key progress during the 2025 reporting year included

• Establishing a verified carbon baseline, supported by improved data capture across projects and functions.

• Completing stage 1 carbon reduction plans that focus on material efficiency, logistics, temporary works, and site energy use. These plans now sit within our PAS 2060 aligned approach and are ready for full implementation during 2026.

• Deploying digital systems that support Scope 3 data capture, reporting and supply chain engagement.

• Strengthening our position as active members of Concrete Zero and Steel Zero. Through these platforms we benchmark performance, access best practice and track progress against our long term and short term commitments.

• Continuing monthly monitoring of Scope 1 and 2 emissions and rolling out technology that improves the accuracy of Scope 3 reporting.

• Trialling and applying low carbon technologies across sites. This includes HVO compatible plant, solar based charging, low carbon concrete options, recycled hoarding systems and rechargeable or electric equipment that reduces fossil fuel use.

• Expanding live site monitoring for travel, deliveries, dust, noise and air quality.

• Circular economy activity across the Group. We focused on reuse of materials and consumables and broadened our network of circular economy partners, strengthening our cradle to cradle approach.

• Working closely with our supply chain following the launch of our minimum standards initiative, ensuring alignment with our sustainability and governance expectations.

We recognise that sustainability includes how we support the next generation. Throughout 2025 we worked with local communities, colleges and schools to provide insight into construction, environmental practice and showcase potential career pathways.

These actions strengthen sustainability and environmental governance as a consistent golden thread throughout the Group. They reduce impact, improve operational performance and enhance the service we provide to clients, supporting their own environmental objectives.

We remain committed to leading our sector in quality, professionalism and reliability. Attracting and developing the best people, maintaining strong relationships with clients and continuing to challenge ourselves will drive ongoing improvement and responsible growth for this generation and those that follow.

Identified Principal Risks and Uncertainties

We recognise liquidity and credit strength as being risks and these remain a primary focus for our Board. We maintain a rolling cashflow forecast in addition to long term planning and have adequate facilities in place should they be required. Regular dialogue is maintained with clients regarding payment.

Inflation and Interest rate risk, whilst we have seen a reduction in the rate and the trend looks positive we endeavour to anticipate inflation when tendering our projects.

The Board believes these risks are appropriately managed and mitigated by the Group’s strategies, processes, commercial arrangements and through regular monitoring.

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

The group uses financial instruments comprising bank borrowings and various net working capital items, such as trade debtors and trade creditors, to finance its operations not funded by way of equity. The main risks identified with using these financial instruments are the management of cash flow and exposure to interest rate fluctuations. The group mitigates this risk by managing cash flow and negotiating credit facilities to assist with liquidity as required.

The group meets its day to day working capital requirements through bank facilities which are renewed regularly. The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group will be able to operate within the level of its current facility. The directors are confident the facility will continue to be forthcoming on acceptable terms and, accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

In determining the appropriate basis of preparation of the Financial Statements, the directors are required to consider whether the group can continue in operational existence for the foreseeable future.

The Group’s forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate within the level of its current facilities.

Accordingly, at the time of approving the financial statements, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

2025 2024

Turnover £74,829k £60,729k

Gross Profit £2,656k £3,946k

Gross Profit % 3.5% 6.5%

EBITDA (£819k) £737k

EBITDA %         (1.09%)     1.21%

Profit/(Loss) before tax (£1,697k) (£95k)

Profit before tax % (2.27%) (0.2%)

On behalf of the board

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

The results for the year are set out on page 12.

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

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

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

The group provides specialist construction solutions as a Principal Contractor primarily within Central London and in the Residential, Commercial, Retail, Hotel and Leisure sectors. In certain projects, the group carries out research and development activities to seek scientific and technological advancements to be able to complete complex solutions that were previously unattainable.

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the group will be put at a General Meeting.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments and risk.

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

We have audited the financial statements of DEGC (Holdings) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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

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

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

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

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

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

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

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

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

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

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

• Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

• Reading minutes of meetings of those charged with governance;

• Obtaining and reading correspondence from legal and regulatory bodies including HMRC;

• Identifying and testing journal entries;

• Challenging assumptions and judgements made by management in their significant accounting estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

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

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £75,890 (2024 - £108,328 loss).

DEGC (Holdings) Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor Arthur Stanley House, 40-50 Tottenham Street, London, W1T 4RN.

The group consists of DEGC (Holdings) Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

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

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

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

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

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

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

In determining the appropriate basis of preparation of the Financial Statements, the directors are required to consider whether the group can continue in operational existence for the foreseeable future.

The Group’s forecast and projections, taking account of reasonable possible changes in trading performance, show that the Group will be able to operate within the level of its current facilities.

Accordingly, at the time of approving the financial statements, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is derived entirely from contracts within the construction industry and is measured at the fair value of the consideration receivable for all works carried out under construction contracts, stated net of discounts, VAT and other sales related taxes.

Turnover from these contracts is recognised as a percentage of the anticipated total revenue over the period of the contract depending on stage of completion, which is certified by appropriate professionals experienced in the recognition and measurement of such works carried out.

Turnover is recognised when it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be reliably measured.

Goodwill represents the excess of the cost of a business combination over the fair value of the group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in Intangible Assets. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is based on the profile of the expected pre-tax profits estimated to October 2028 within the cashflow forecasts used to value the business for the acquisition giving rise to the goodwill.

Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

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

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

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

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

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by reference to certified contract revenue at the reporting date as a percentage of the total anticipated revenue for each contract. Accordingly, cost of sales are adjusted through accruals and prepayments depending on their nature to align attributable profit for each contract with its percentage of completion.

Costs are based on agreed tender prices which are monitored and updated as the contract progresses. Provision is made on a contract by contract basis for additional costs or potential future losses as they arise.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Financial risk

The company uses financial instruments comprising borrowings and various net working capital items such as trade debtors and trade creditors, to finance its operations not funded by way of equity. The main risks identified with using these financial instruments are the management of cash flow and exposure to interest rate fluctuations.

The company meets its day to day working capital requirements through cash balances, intercompany loans and bank facilities which are renewed regularly. The company's forecasts and projections, taking account of possible changes in trading performance, show that the company will be able to operate within the level of its current cash balances. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

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

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

Amounts recoverable on long term contracts

The company applies its policy on contract accounting when recognising revenue and profit on partially completed contracts. The application of this policy requires judgements to be made in respect of the total expected costs to complete for each site. The company has in place established internal control processes to ensure that the evaluation of costs and revenues is based upon appropriate estimates. Included within other debtors are amounts recoverable on long term contracts which are recognised at the year end at £6,655,010 (2024 - £6,910,530).

Fair value adjustment to loans

The group has recorded various loans provided to it at their fair value using a market rate of interest with the fair value adjustment recognised as an ‘other reserve’ in equity. The fair value adjustment is based on an assessment of the market rate interest of the various loans based on similar instruments in the market place with the same term and security. The group has made assessments as to the expected cashflows arising under the loan arrangements.

Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in Intangible Assets. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is calculated by applying the straight-line method to its estimated useful life of ten years.

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

Their aggregate remuneration comprised:

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Goodwill amortisation is based on the profile of the expected pre-tax profits estimated to October 2028, within the cashflow forecasts used to value the business for the acquisition giving rise to the goodwill. This represented an 8 year period to October 2028.

Details of the company's subsidiaries at 31 October 2025 are as follows:

The registered office of the above named subsidiaries is 1st Floor Arthur Stanley House, 40-50 Tottenham Street, London, W1T 4RN.

Interest and arrangement fees on the bank loan are paid for by the government for the first 12 months, with an annual interest rate of 2.5% payable by the group thereafter. The directors consider the interest rate on the loan to be at a market rate and as such have not recognised the immaterial impact of discounting the loan to present value. The loan will be fully repaid by June 2026.

Included within other loans are loans notes issued at a par value of £5,000,000, which are interest bearing and are redeemable in full on or before 31 October 2028. The loan notes are convertible into fully paid shares if not redeemed at 31 October 2028. The conversion rate of the loan notes is at the par monetary value.

The loan notes are secured by fixed and floating charges over the company’s assets and there is a cross guarantee arrangement in relation to the company’s subsidiaries.

The loan notes have been recorded at their fair value using a market rate of interest with the fair value adjustment recognised as an ‘other reserve’ in equity.

It has been agreed with the shareholders and the loan note holders that should the group come into financial difficulty in the future, the group will not make repayments on the balances due.

Finance lease payments represent monthly rentals payable by the company for the use of a motor vehicle. This is a higher purchase agreement, and no restrictions are placed on the use of the assets.

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

At the balance sheet date, there was an amount due from a director of £nil (2024: £183,658). This balance did not bear any interest.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The total remuneration for key management personnel for the year totalled £455,652 (2024: £432,319).

The group is controlled by its directors and shareholders.