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

Principal Activities

The group provides services in the Fire and Security Industry. The services provided are the installation and maintenance of electronic fire systems, installation and maintenance of electronic security systems and digital services to both the Fire and Security Industry.

2025 Revenue evolution vs. previous year is positively impacted by the integration of a full year of the McElwaine Irish business (vs. two months in 2024) and six months of the Black Box Group and of IDS, both companies operating mainly in the North of England. These strategic acquisitions are key on the build-up of our activity and the extension of our presence on the UK & Ireland territory. On a proforma like for like basis, the Group achieved a 2.2% organic growth on the 2024 perimeter.

In terms of EBITDA return on Sales, it went from 2.2% to 4.2% thanks to the integration of the new entities and the continuous work on profit improvement.

In terms of subsequent events, new operating and operational CRM systems have been implemented in Q2 2026. This ambitious project is crucial and will bring benefits from an operational and efficiency perspective.

Financial key performance indicators

The key performance indicators of the business are: -

The Management team continually monitor the key risks facing the business together with assessing the controls used for managing these risks. The principal risks and uncertainties facing the company are as follows: -

• Installation turnover. We mitigate the risk of fluctuating installation turnover by obtaining sole or key supplier status with our customers ensuring a certain level of works each year. The group employs a team of experienced sales representatives who are managed and set targets to meet group objectives.

• Key customers not renewing contracts. We continue to develop and maintain strong relationships with our customers and mitigate any risk by monitoring the performance of contracts with regular customer discussions and reporting.

• Gross margin. Systems are being improved to track productivity and margin with the implementation of state-of-the-art Customer Relationship Management and Enterprise Resource Planning tools.

• Administrative costs. We constantly review administrative costs to ensure that staff levels are correct and that we best buy all expenses. Premise lease costs are reviewed at each break clause and renewal.

• Key staff retention and staff turnover. We consistently benchmark our salaries and benefits against competitors to ensure we are paying around market rates. All staff have reviews in line with our accreditations. Training is constantly monitored ensuring staff have the necessary skills to undertake their work commitments. Incentive schemes are in place for key members of staff and is reviewed annually.

• The recoverability of debtors. The risk of non-payment will continue to be mitigated through rigorous credit control and trading to credit terms.

This statement by the Board of Directors describes how they have approached their responsibilities under S172 (1) (a) to (f) of the Companies Act 2006 in the financial period ending 31 December 2024.

The directors promote the success of the company for the benefit of the sole shareholder and that of the shareholders ultimate parent Scutum SA whilst taking into account, amongst other matters, the items headed below.

Consequences of any decision in the long term

The Board of Directors monitor and review strategic objectives, against long term growth plans and goals. Regular reviews are held across key business areas including, financial performance, risks and opportunities, Health & Safety, Human Resources, Procurement and operations. The Company’s performance and progress are reviewed regularly at subsidiary and Group board meetings.

Interests of the Company’s employees

Central to our business are our people, their wellbeing, development, and safety. This is why our primary objective is to guarantee the highest safety conditions to our employees and a high-quality, work environment. With work accidents identified as one of the three risks we face, along with employee turnover and absenteeism. We continue to promote a healthy lifestyle, through our Health Assurance program, and support through our Life Assurance insurance policy.

Business relationships with suppliers, customers, and others

We recognise the importance that stakeholders outside the business such as customers and suppliers add to our business and we work ethically together to ensure that our goals are met in a mutually beneficial fashion by negotiating contracts, agreeing payment terms in advance, and maintaining an open dialogue with suppliers and customers.

The impact of company’s operations on the community and the environment

The directors continue to promote the Groups Social Responsibility Goals to create a more sustainable industry in alignment with the Scutum Group’s values. We aim for growth that is in harmony with the environment by seeking to minimise the environmental impact of our business operations. Awareness campaigns have been launched to support sustainable development at Group level. Employees are encouraged to utilise video conferencing where appropriate and choose public transport where necessary and where using Company vehicles, drive in a responsible way. Our company has continued to see growth in the use of hybrid and fully electric company vehicles. The installation of electric car charging stations at all UK offices is underway.

We believe that promoting sustainability is necessary throughout the entire supply chain and we request from our suppliers that they address issues such as compliance, protection of human rights, environmental conservation and occupational safety.

Innovation and excellence remain at the core of Scutum business. Protecting the privacy of our customers, vendors and employees is critical to our ability to maintain their trust. Gaining accreditation to Cyber Essentials provides additional reassurance to our clients and Scutum understands how the risks related to Information Security and privacy affect our business operations and a Group Data Protection Officer oversees the Group’s data Protection Strategy.

In accordance with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2013, the table below sets out Scutum UK & Ireland Limited Group emissions in 2025.

(*) Emissions data is reported in accordance with the UK Government’s ‘Environment reporting guidelines, including Streamlined Energy and Carbon Reporting requirements. Using the 2025 emission conversion factors published by the Department for Business, Energy & Industrial Strategy (BEIS)

2025 environmental initiatives

Scutum UK & Ireland’s parent company initiated a third-party company to review and establish a baseline of CO2 emissions across Scutum UK&I and subsidiaries. The data is evolving in granularity and providing greater accuracy in output figures. 2025 Scope 3 data continued to mature, as obtaining third party data remains a challenge.

Scope 1 and 2 figures have reduced primarily through reductions in energy usage and building rationalisation and better maintenance of air conditioning services, whilst Scope 3 figures have decreased primarily due to a reduction in certain high-carbon purchases, notably smoke detectors and break-glass units. This does not reflect an overall decline in activity but rather a shift in the mix of purchases within these categories.

These initiatives include:

• Greatly increased utilisation of online meetings to reduce travel emissions.

• Continuing to change lease car and van fleet from petrol and diesel company cars to hybrid or electric vehicles.

• Improved allocation of work jobs, reducing the travel time and distance for the engineering workforce.

• Widespread usage of driver behaviour telematics system into the engineering fleet, which reduces fuel consumption and tyre wear through improved and more efficient driving styles

• Use of new energy efficient lighting and heating solutions for the office sites.

• Waste collections include general waste & recycling, employees are encouraged to recycle, all old waste electrical equipment including batteries are disposed of in environmentally friendly ways.

• Working with our suppliers to understand the sustainability of their logistics chains. This has typically been the most challenging, as suppliers are still working hard to understand their own output, before providing external information.

On behalf of the board

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

The principal activity of the group was that of maintenance, supply and commission of fire protection and security systems.

The principal activity of the company was that of an intermediate holding company, providing management services to the group.

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

No ordinary dividends were paid. The directors do not recommend payment of a further 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's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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.

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 Scutum UK & Ireland Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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 December 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

• We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

• We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

• We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

• We considered the procedures and controls that the group and company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £484,131 (2024 - £929,201 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group uses a combination of both owned and leased vehicles to deliver its services, together forming its operating vehicle fleet. In respect of leased vehicles, the group evaluates the terms and conditions of the leasing arrangements to assess whether in substance the leasing arrangement is to be accounted for as a finance lease, or as an operating lease. Where the group does not retain the significant risks and rewards incidental to ownership of the leased asset, the group judges the leasing arrangement to be an operating lease. Lease classification is made at the inception date and is reassessed only if there is a lease modification. Changes in estimates or changes in circumstances do not give rise to a new classification of a lease for accounting purposes.

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

The group recognises its revenue on long-term contracts with reference to the stage of completion of the projects. When assessing the stage of completion of projects, management consider factors such as the current costs incurred on the project to date, the expected markup to be achieved on the project and the total future costs to be incurred over the life of the project.

Goodwill arising on the group's acquisitions is capitalised and amortised on a straight line basis over its estimated useful economic life. This estimate is based on a variety of factors such as 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.

The directors review the value of investments in subsidiaries for impairment annually,using as a basis company's predicted future performance and contribution to the wider group.

Scutum UK & Ireland Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Scutum UK & Ireland 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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated financial statements incorporate those of Scutum UK & Ireland Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

The company obtained control of the original group of subsidiaries on the 31st December 2019 as part of a group reorganisation instigated by the parent company, Scutum International SAS, for the purposes of establishing a UK sub-group within the ultimate group structure, to hold all of the UK interests within an intermediate holding company.

Prior to the group reorganisation all of the subsidiary companies were wholly owned by Scutum International SAS. Both prior to and after completion of the group reorganisation Scutum UK & Ireland Limited's shares were wholly owned by Scutum International SAS, the group reorganisation having no effect on the interests of Scutum International SAS' shareholders. Accordingly, in the 2019 consolidated financial statements the group reorganisation was accounted for using the merger accounting method in accordance with Section 19.27 of FRS 102.

The group reconstruction involved the company receiving the UK interests of Scutum International SAS in exchange for a combination of debt and the issue of new equity shares.

The cost of the business combination to the company was equal to the book value of the interests in the UK subsidiaries transferred from Scutum International SAS, as per the accounts of Scutum International SAS. Where the consideration comprised the issue of new equity shares, Group Reconstruction relief (Section 615 of Companies Act 2006) applied to the recognition of the Share Premium, being the difference between the book value of the interests exchanged and the nominal value of the shares issued as fully paid up. Where the consideration comprised debt instruments issued by the company, the fair value of the debt instruments issued was equal to the book value of the interests acquired.

In the consolidated accounts of the group, no goodwill was recognised on the excess of the cost of the business combination over the book value of the assets acquired by the combination. Instead the excess arising on the excess combination was shown as a Merger Reserve.

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.

Although these financial statements show consolidated net liabilities of £13,111,248 (2024 - £12,427,255), this includes £43,126,290 (2024 - £24,599,254) of unsecured loans owed to the parent company arising on the formation of the group at 31 December 2019 and the funding of subsequent acquisition of subsidiaries, including the purchase of the Black Box and Intruder Detection & Surveillance businesses during June 2025.

At the balance sheet date £25,044,802 (2024 - £6,517,766) of these loans are shown as falling due within one year as had not yet been contracted onto formal terms with the parent, in line with the remaining formalised loans which are repayable on their term of 22 March 2029. However the directors do not expect repayment will be sought earlier than this date, as the parent company treats these amounts the same as the formalised loans shown within creditors due greater than one year, on which together the group is paying biannually interest of 4% per annum on the aggregate total.

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration receivable, for services provided during the year, exclusive of VAT.

In the case of contracts treated as long-term, turnover reflects the contract activity during the period and the proportion of total contract value which costs incurred to date bear to total expected costs. The revenues and profit recognised reflects the proportion of work completed to date on the project. Full provision is made for losses on all contracts in the year in which the loss is first foreseen.

For systems monitoring and maintenance contracts, revenue is recognised evenly over the maintenance contract period and the element of income that relates to the future services is recognised as deferred income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably,

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

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

Intangible assets acquired separately from a business combination, including costs of software development or operating systems improvement, are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

These intangible assets are recognised where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; that the expected benefits can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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.

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

A subsidiary is an entity controlled by the group at the balance sheet date. 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.

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

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

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 applies the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments, as it only has basic 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.

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

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

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

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

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The directors of the company are considered to be the key management personnel from the perspective of the group.

The actual 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:

Additions to goodwill related to acquisitions completed during the year. Further information is disclosed in note11.

Goodwill consideration adjustments relates to revisions to the amounts of deferred consideration payable in respect of business combinations made during the period ended 31 December 2024.

On 27 June 2025 the company acquired 100% percent of the issued capital of Black Box Investments Limited, acquiring 100% control of its subsidiaries; Black Box Security Alarm Systems Limited, Integrated Network Systems Limited, and Electronic Security Installations Limited, all companies incorporated and registered in the United Kingdom.

The excess of consideration over the fair value of the identifiable net assets of the company has been recognised as goodwill within these consolidated accounts.

On 30 June 2025 the group acquired 100% percent of the issued capital of Intruder Detection & Surveillance Limited.

The excess of consideration over the fair value of the identifiable net assets of the company has been recognised as goodwill within these consolidated accounts.

All of the entities acquired during the year are located in the North of England and enhance the group's service operations in this geographical region. The goodwill arising on the acquisitions of the businesses is attributable to the anticipated profitability of the expansion of the group's services in these regions and the future operating synergies from the combination.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts by the group:

Loans owed to parent company relate to funds received from the parent company to fund the consideration due on the company's acquisition of its subsidiaries. The amounts showed above are unsecured borrowings yet to be included under a formal loan agreement with the parent company and hence were technically repayable on demand at the balance sheet date and thus presented within creditors due within one year. However the directors do not expect repayment will be sought as the parent company treats these amounts the same as the formalised loans shown within creditors due greater than one year, on which interest accrues at 4% per annum on the aggregate total and is paid biannually.

Obligations under finance leases and hire purchase agreements are secured on the assets to which they relate.

Loans owed to parent company relate to the unsecured debt instruments issued by the company as part of the consideration issued for the company's acquisition of the UK subsidiaries, from the parent company. During 2020 formal terms were put in place governing the repayment of this debt, such that interest accrues at 4% per annum and is paid biannually, with the loan principle not falling due for repayment until 22 March 2029, although the company has the option to repay the loan sooner.

Obligations under finance leases and hire purchase agreements are secured on the assets to which they relate.

Hire purchase and finance lease payments represent contractual payments payable by the group to obtain the use of certain assets, primarily motor vehicles. Hire purchase agreements are those where the group will obtain title to the asset, whilst for finance leases the group obtains the benefits of the useful economic value of the asset, without obtaining title. Finance leases which include purchase options at the end of the lease period, are treated as hire purchase agreements if the group expects to pay the purchase options. There are no restrictions placed on the use of the leased assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

The company has circa £1 million of unused tax losses available for future use. No deferred tax asset is recognised in the company in respect of the future use of these losses.

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.

Includes any premiums received on issue of share capital, where the transaction value of the share issued exceeds the nominal value of the share. Any transaction costs associated with the issuing of shares are deducted from the share premium.

On the 31st December 2019 the company became the parent company to a group of subsidiaries via a group reorganisation instigated by its parent company, Scutum International SAS. The business combination is included in the consolidated accounts on the merger accounting basis, as both the company and the subsidiary entities are all ultimately wholly owned by Scutum International SAS before and after the group reorganisation. Under merger accounting principles, the assets and liabilities of the subsidiaries were consolidated at book value in the group's consolidated financial statements, with the merger reserve reflecting the consolidated reserves of the combined entities, their results during the years ended, and the cost of the business combination as no goodwill is reflected on the combination.

Profit and loss reserves

The retained earnings of the group and company, which include all current and previous retained profits and losses since the group's formation on 31st December 2019 and the company's formation since incorporation. These include the retained earnings from any acquired subsidiaries from the date of acquisition.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

In accordance with Section 33.1A of FRS 102 the group and company have applied the exemption from disclosing transactions and balances with fellow wholly owned members of the group headed by Scutum SA.

The group leases property from a a company owned by a related party in which a director has an interest. During the period, the group incurred rents of £175,500 (2024 - £175,500) to the related party and at the balance sheet date the group owed the related party £43,875 (2024 - £44,075).

The immediate parent company of Scutum UK & Ireland Limited is Scutum International SAS, which holds all of the company's share capital. Scutum UK & Ireland Limited and Scutum International SAS are both members of the group headed by SLE SAS, a company incorporated in France.

SLE SAS is considered to be the ultimate parent undertaking and controlling party. Copies of the SLE SAS financial statements may be obtained from 14, rue Magellan, 75008, Paris, FRANCE.

The comparatives have been corrected within the group and parent company financial statements to recognise provisions for underprovided Apprenticeship Levy contributions. During the year ended 31 December 2025 the group became aware that they had miscalculated the amount of Apprenticeship Levy payable to HMRC, due to having calculated the levy on an individual company basis, rather than from a group perspective. The result of the recalculation identified an understatement of amounts payable in prior years of £290,047, which the directors have elected to account for by restating the comparatives. The underpaid Apprenticeship Levy was subsequently paid to HM Revenue & Customs during 2026.