REGISTERED NUMBER: 07420607 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025

FOR

JN CIVILS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

J N Cossins

K Dewhurst

D M Cheetham

REGISTERED OFFICE:

Site D2 Chain Caul Road

Ashton-On-Ribble

Preston

PR2 2PD

REGISTERED NUMBER:

07420607 (England and Wales)

AUDITORS:

Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

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

REVIEW OF BUSINESS

The group profit before tax was £4,317,939 (2024:£2,322,450) for the year to 31 October 2025 on turnover of £77.1m (2024: £46.8m)

Group turnover increased by 64.6% when compared to 2024 following:

- commencement of a significant 5-year framework contract in the Telecoms market

- geographical growth in the Gas Sector; and

- commissioning of a materials wash-plant facility which became operational in the last quarter of the financial year

The group continued to invest in people, software solutions, processes and depot facilities to enable it to sustainably manage a larger portfolio of contracts than represented by the turnover in 2025. Further growth in revenue is anticipated in the 2026 financial year.

Group net assets at 31 October 2025 were £5,093,563 an increase of £2,653,580 when compared to the £2,439,983 position as of 31 October 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The more diverse client base required a reassessment of the business risks and implementation of mitigating actions.

Health and Safety Risk - There was no significant incidents in the year. Workforce numbers along with the client base has increased resulting in a higher level of training to ensure that the safety of all stakeholders remained at the forefront of our culture. Investment in technology on the vehicle fleet continues unabated to provide an enabling tool to mitigate this risk.

Liquidity and Credit Risk - The company converted its loan to fund the new wash-plant into a Hire Purchase Agreement during the financial year. No financing facilities were arranged to manage liquidity and credit risks.

Cashflow risks - Applications are submitted to customers on a weekly basis and maximum credit is taken from suppliers thus managing cashflow risk.

Price risk - The income rates are set by the utility companies. Clients have recognised the costs pressures of contractors and have agreed increase rates to help ensure continued activity.

Environment Risk - Progress has been made to significantly reduce the group's carbon footprint in future through obtaining the approval and placing an order for the group to have its own wash-plant facility, facilitating the re-use of all its excavated materials. Initiatives related to the vehicle fleet and the gradual replacement of inefficient older models and implementation of mobile based technology to reduce paper continued unabated.

GOING CONCERN

The Group strategy continues to be that of:

- keeping health & safety at the forefront of our culture

- having a more diversified client base and maintain its direct client to end user status, rather than a traditional Tier 2 - contractor (subcontracting to a subcontractor) and

- look for further opportunities to be more integrated regarding materials and plant thereby reducing some of the principal risks.

Turnover in the year to 31st October 2026 is expected to be within 20%-25% higher than for the year to 31 October 2025; due to expanded civil engineering activity for existing clients in the Telecoms and Gas sectors, re-entry into the Water sector and increased external sales from processing aggregates through its wash-plant facility and newly commissioned concrete plant.

The financial margins ratios are expected to be slightly higher than 2025 alongside higher turnover.

Continuing to deliver safe operational performance and customer service with the current diversified client base, alongside the processing of aggregate material will ensure the group remains a going concern.

FUTURE DEVELOPMENTS

A change in corporate structure was completed in February 2026 with JNC Holdco Limited becoming the parent company of the Group. This represents a significant milestone in the group’s evolution and will facilitate:

- business development whether market sectors, clients, and/or geographical footprint; and

- accelerated investment in people, processes and software solutions.

ON BEHALF OF THE BOARD:

K Dewhurst - Director

16 July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of specialists in civil engineering and utilities infrastructure across the UK and the processing and sale of recycled aggregate.

DIVIDENDS

An interim dividend of £49296 per share was paid on the Ordinary £1 shares on 1 November 2024. No dividends were paid on any other classes of shares.

The total distribution of dividends for the year ended 31 October 2025 will be £ 504,295 .

EVENTS SINCE THE BALANCE SHEET DATE

On 13 February 2026, a restructure took place whereby the shares of JN Civils Limited were transferred to a newly incorporated holding company, JNC Holdco Limited. On the same date Joel Cossins ceased to be the person with significant control, with Daryl Cheetham taking over this status.

On the same date, a charge was registered in favour of Vertex Asset Holdings (NW) Limited, a company controlled by Daryl Cheetham.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

J N Cossins

K Dewhurst

Other changes in directors holding office are as follows:

D M Cheetham was appointed as a director after 31 October 2025 but prior to the date of this report.

CHARITABLE DONATIONS AND EXPENDITURE

In the year to 31 October 2025, the company made charitable donations of £567 (2024: £225).

STRATEGIC REPORT

The group has chosen in accordance with Companies Act 2006, s414C (11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the report of the directors. It has been done in respect of:

-future developments

-financial risk management objectives and policies

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Wallwork Nelson & Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K Dewhurst - Director

16 July 2026

Opinion

We have audited the financial statements of JN Civils Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management around actual and potential litigation claims.

- Enquiry of management and entity staff to identify any instances of non compliance with laws and regulations.

- Review financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations

- Considering the risk of management override of controls, including through journal entries and other adjustments for appropriateness and evaluating business rationale of significant transactions outside the normal course of business.

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

Use of our report

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

Michael Barker FCCA (Senior Statutory Auditor)

for and on behalf of Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

16 July 2026

TURNOVER

4

77,083,914

46,834,624

Cost of sales

68,519,952

42,772,425

GROSS PROFIT

8,563,962

4,062,199

Administrative expenses

3,842,406

2,128,372

4,721,556

1,933,827

Other operating income

50,283

489,423

OPERATING PROFIT

6

4,771,839

2,423,250

Interest payable and similar expenses

7

453,900

100,799

PROFIT BEFORE TAXATION

4,317,939

2,322,451

Tax on profit

8

1,160,364

603,152

PROFIT FOR THE FINANCIAL YEAR

3,157,575

1,719,299

Profit attributable to:

Owners of the parent

3,157,575

1,719,299

PROFIT FOR THE YEAR

3,157,575

1,719,299

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,157,575

1,719,299

Total comprehensive income attributable to:

Owners of the parent

3,157,575

1,719,299

FIXED ASSETS

Intangible assets

11

384,622

480,778

Tangible assets

12

11,704,116

3,587,348

Investments

13

-

-

12,088,738

4,068,126

CURRENT ASSETS

Stocks

14

435,314

560,402

Debtors

15

11,252,125

8,031,074

Cash at bank

4,639,630

1,686,396

16,327,069

10,277,872

CREDITORS

Amounts falling due within one year

16

15,834,964

10,255,341

NET CURRENT ASSETS

492,105

22,531

TOTAL ASSETS LESS CURRENT LIABILITIES

12,580,843

4,090,657

CREDITORS

Amounts falling due after more than one year

17

(5,411,073

)

(901,817

)

PROVISIONS FOR LIABILITIES

21

(2,076,207

)

(748,857

)

NET ASSETS

5,093,563

2,439,983

CAPITAL AND RESERVES

Called up share capital

22

700

400

Retained earnings

23

5,092,863

2,439,583

SHAREHOLDERS' FUNDS

5,093,563

2,439,983

The financial statements were approved by the Board of Directors and authorised for issue on 16 July 2026 and were signed on its behalf by:

K Dewhurst - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

11,454,322

3,254,290

Investments

13

1,000,000

1,000,000

12,454,322

4,254,290

CURRENT ASSETS

Stocks

14

202,012

406,332

Debtors

15

11,368,572

7,696,701

Cash at bank

4,426,302

1,665,775

15,996,886

9,768,808

CREDITORS

Amounts falling due within one year

16

15,814,475

10,014,751

NET CURRENT ASSETS/(LIABILITIES)

182,411

(245,943

)

TOTAL ASSETS LESS CURRENT LIABILITIES

12,636,733

4,008,347

CREDITORS

Amounts falling due after more than one year

17

(5,411,073

)

(901,817

)

PROVISIONS FOR LIABILITIES

21

(2,013,758

)

(665,597

)

NET ASSETS

5,211,902

2,440,933

CAPITAL AND RESERVES

Called up share capital

22

400

400

Retained earnings

23

5,211,502

2,440,533

SHAREHOLDERS' FUNDS

5,211,902

2,440,933

Company's profit for the financial year

3,275,264

1,720,250

The financial statements were approved by the Board of Directors and authorised for issue on 16 July 2026 and were signed on its behalf by:

K Dewhurst - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2023

400

878,479

878,879

Changes in equity

Dividends

-

(158,195

)

(158,195

)

Total comprehensive income

-

1,719,299

1,719,299

Balance at 31 October 2024

400

2,439,583

2,439,983

Changes in equity

Issue of share capital

300

-

300

Dividends

-

(504,295

)

(504,295

)

Total comprehensive income

-

3,157,575

3,157,575

Balance at 31 October 2025

700

5,092,863

5,093,563

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2023

400

878,478

878,878

Changes in equity

Dividends

-

(158,195

)

(158,195

)

Total comprehensive income

-

1,720,250

1,720,250

Balance at 31 October 2024

400

2,440,533

2,440,933

Changes in equity

Dividends

-

(504,295

)

(504,295

)

Total comprehensive income

-

3,275,264

3,275,264

Balance at 31 October 2025

400

5,211,502

5,211,902

Cash flows from operating activities

Cash generated from operations

1

8,270,208

1,418,029

Interest paid

(256,595

)

(60,930

)

Interest element of hire purchase payments paid

(197,305

)

(39,869

)

Tax paid

(286,322

)

(64,113

)

Net cash from operating activities

7,529,986

1,253,117

Cash flows from investing activities

Purchase of tangible fixed assets

(9,287,994

)

(2,383,503

)

Purchase of fixed asset investments

(150,000

)

-

Sale of tangible fixed assets

58,600

35,002

Acquisition of subsidiary

-

(850,000

)

Net cash from investing activities

(9,379,394

)

(3,198,501

)

Cash flows from financing activities

New loans in year

2,757,396

924,540

Loan repayments in year

(3,704,245

)

(826,077

)

New hire purchase agreements

7,017,721

1,320,059

Capital repayments in year

(1,383,942

)

(20,442

)

Amount introduced by directors

489,533

91,633

Amount withdrawn by directors

130,174

(489,533

)

Share issue

300

-

Equity dividends paid

(504,295

)

(158,195

)

Net cash from financing activities

4,802,642

841,985

Increase/(decrease) in cash and cash equivalents

2,953,234

(1,103,399

)

Cash and cash equivalents at beginning of year

2

1,686,396

2,789,795

Cash and cash equivalents at end of year

2

4,639,630

1,686,396

1.	RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS

31/10/25

31/10/24

£

£

Operating profit

4,771,839

2,423,250

Depreciation charges

1,267,317

336,579

(Profit)/loss on disposal of fixed assets

(58,600

)

31,166

5,980,556

2,790,995

Decrease/(increase) in stocks

125,088

(333,746

)

Increase in trade and other debtors

(3,710,584

)

(1,204,356

)

Increase in trade and other creditors

5,875,148

165,136

Cash generated from operations

8,270,208

1,418,029

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 October 2025

31/10/25

1/11/24

£

£

Cash and cash equivalents

4,639,630

1,686,396

Year ended 31 October 2024

31/10/24

1/11/23

£

£

Cash and cash equivalents

1,686,396

2,789,795

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/11/24

Cash flow

At 31/10/25

£

£

£

Net cash

Cash at bank

1,686,396

2,953,234

4,639,630

1,686,396

2,953,234

4,639,630

Debt

Finance leases

(1,536,654

)

(5,633,803

)

(7,170,457

)

Debts falling due within 1 year

(946,939

)

941,253

(5,686

)

Debts falling due after 1 year

(5,686

)

5,686

-

(2,489,279

)

(4,686,864

)

(7,176,143

)

Total

(802,883

)

(1,733,630

)

(2,536,513

)

1.	STATUTORY INFORMATION

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

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

The company's principal trading address is considered to be the same as the Registered Office.

2.	STATEMENT OF COMPLIANCE

The financial statements have been prepared in accordance with Financial Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The parent company has taken advantage of Section 408 and has not included a profit and loss account.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary as at 31 October 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Specifically, the Group controls an investee if, and only if, the Group has:

Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee).

Exposure, or rights, to variable returns from its involvement with the investee.

The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control.

To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual arrangement with the other vote holders of the investee or rights arising from other contractual arrangements.

The Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.