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Registered number: 09911865 BURNS & MCDONNELL ENTERPRISES LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BURNS & MCDONNELL ENTERPRISES LIMITED COMPANY INFORMATION
Directors | M W Brown
| A D Schuessler
Company secretary | Mr C A Baxter CSC CLS (UK) Limited
Registered number | 09911865
Registered office | C/O CSC CLS (UK) Limited
| 10th Floor
| 5 Churchill Place
| London
| E14 5HU
Independent auditors | PKF Smith Cooper Audit Limited
| Statutory Auditors
| Cornerblock
| 2 Cornwall Street
| Birmingham
| B3 2DX
BURNS & MCDONNELL ENTERPRISES LIMITED CONTENTS
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 8
Independent auditors' report | 9 - 12
Consolidated statement of profit or loss | 13
Consolidated statement of other comprehensive income | 14
Consolidated statement of financial position | 15 - 16
Company statement of financial position | 17 - 18
Consolidated statement of changes in equity | 19
Company statement of changes in equity | 20
Consolidated statement of cash flows | 21
Notes to the consolidated financial statements | 22 - 55
BURNS & MCDONNELL ENTERPRISES LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The Directors present their strategic report for the year ended 31 December 2025. Review of the business Burns & McDonnell Enterprises Limited ("the Company") is a holding company in the UK and is a subsidiary of Burns & McDonnell Inc. ("US Parent"). The subsidiaries of Burns & McDonnell Enterprises Limited (collectively, "the Group") provide full-service advisory, engineering and construction services to industry and government, across a range of sectors including Transmission and Distribution, Power and Global Facilities. These services are provided to third-party clients as well as other affiliated companies within the Burns & McDonnell family of companies where another entity may act as the prime contractor. The Group owned Company in the UK provides these services primarily in the transmission and distribution, power, and global facilities sectors. The Company will also undertake projects in other sectors when there is a clear strategic link to long-term business goals and the Company has competencies to perform such services. The Company continues to execute these services including engineering, procurement, and construction (EPC) projects. Certain EPC projects incurred additional costs driving increased losses in 2024. The additional costs were due to cost escalation, project delays, and scope changes. The Company continues to get support from their US parent company as they execute certain EPC projects. The Group owned companies in Mexico are focused on serving Transmission and Distribution, Power and Global Facilities markets by providing full-service advisory, engineering and construction services to clients. The Group will also undertake projects in other sectors where approached by existing clients or there is a clear strategic link to long-term business goals and the Group has competencies to provide such services. The Group continued executing engineering and advisory contracts during the year and building up engineering staff. The Group owned company in the Philippines was disposed of during the year ended 31 December 2025. The consolidated statement of profit or loss is set out on page 13 and shows a loss before tax of $28.5 million (2024: $47.2 million) with revenue of $73.4 million (2024: $71.0 million) for the year ended 31 December 2025. Total net liabilities at 31 December 2025 amounted to $114.7 million (2024: $82.8 million). Revenue growth for the year was driven by contract execution resulting from continued business development efforts. Principal risks and uncertainties Being a holding company, the principal risks and uncertainties are the impacts of potential economic and socioeconomic changes. These changes may impact the overall ability of its subsidiaries to develop business and carry out successful operations within their respective markets. These risks are monitored by Group management in conjunction with the Directors as part of broader Group risk management activities. The UK market risks primarily relate to cost escalation, geopolitical, foreign exchange rates, and labour productivity. At this stage of the business, the primary risks and uncertainties are around cost escalation and labour productivity as the Company continues executing EPC projects. Contractual delivery risk arises from contracts with customers and varies depending on the nature of the work undertaken. The primary risks include failure to deliver to schedules and design specification. These risks are actively managed by project management and regular project reviews. Development of local leadership and continuing to establish business systems and capabilities, particularly around executing EPC projects, will allow the business to grow and execute projects successfully. The US Parent will continue to support the business from other parts of the global business which have existing controls and processes and will be deployed locally to ensure appropriate governance and oversight of the business. Page 1
BURNS & MCDONNELL ENTERPRISES LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Credit risk arises from cash and cash equivalents and deposits with banks, as well as credit exposure to customers, primarily outstanding receivables. Credit risk with customers is managed through credit checks and credit rating reviews with new and existing customers, respectively. The UK Government has committed to a net-zero future which will require our clients to make investments in new infrastructure to meet the new lower carbon future. This will also place expectations on businesses to respond with their own commitments and to find new lower carbon ways of executing projects. The Mexico market risks primarily relate to uncertainty surrounding the regulatory environment of the power markets. Recent political developments have impacted the ability for private investors to operate within these markets. As a result, the local business is assessing the impact on ongoing business development efforts. At this stage of business, the Group's primary risks and uncertainties are around continued development of local leadership, continuing to establish business systems and capabilities as well as developing client relationships. The Directors will continue to support the business from other parts of the global business which have existing controls and processes and will be deployed locally to ensure appropriate governance and oversight of the business.
Directors' statement of compliance with duty to promote the success of the Group
The Directors of the Company are required under Section 172(1) of the Companies Act 2006 to act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors have regard to a range of factors, including the likely long-term consequences of decisions, the interests of employees, relationships with suppliers and customers, the impact of the Company’s operations on the community and the environment, the importance of maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the Company. As a holding company, the Company’s primary activity is the oversight and support of its subsidiary undertakings. Accordingly, the Directors’ consideration of these matters is undertaken primarily through the review and monitoring of the activities, performance, and strategic direction of the Group’s operating entities. The Board engages regularly with management across the Group and receives reports on operational and financial performance, principal risks and uncertainties, and key strategic initiatives. These discussions incorporate consideration of longer-term factors, including market conditions, project execution risks, and the development of the Group’s capabilities and resources. During the year, in overseeing the Group’s strategic priorities and capital allocation decisions, the Board considered the potential impact on key stakeholders, including employees, clients, and suppliers, as well as the long-term sustainability of the Group’s operations, in determining the appropriate course of action. In this context, the Directors recognise that the success of the Group depends on its employees, clients, suppliers, and other stakeholders. The Board considers the interests of employees through regular updates from management on workforce development, recruitment, retention, and training initiatives. The importance of maintaining strong relationships with clients, suppliers, and other business partners is considered in the oversight of project delivery and business development activities. The Directors also consider the broader impact of the Group’s operations on the community and environment, including through the Group’s approach to energy usage, emissions, and sustainability practices. Further information in relation to energy use and emissions is provided in the Directors’ Report in accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements. The Board seeks to promote high standards of business conduct through the application of Group policies, procedures, and governance frameworks, and by maintaining oversight of compliance and risk management processes. In carrying out their duties, the Directors aim to balance the interests of stakeholders and the long-term success of the Group while acting fairly between members of the Company. Page 2
BURNS & MCDONNELL ENTERPRISES LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial and non-financial key performance indicators
The Group monitors performance using both financial and non-financial key performance indicators (KPIs). Financial key performance indicators
| 2025 | 2024
| $000 | $000
Revenue | 73,433 | 71,016
Operating loss | (28,499) | (47,172)
Non-financial key performance indicators The Group uses a range of non-financial KPIs to monitor performance and support the delivery of its strategy. Employee-related KPIs include the number of employees, which was 224 at 31 December 2025 (2024: 162), providing an indication of workforce capacity and supporting the delivery of the Group’s projects and services, including growth in operational activity during the year. Environmental KPIs relating to energy consumption and greenhouse gas emissions are reported in the Directors’ Report in accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements.
Future developments
The Group remains focused on developing local leadership, continuing to align business systems and processes with the Burns & McDonnell family of companies, and executing EPC projects across a range of sectors. This report was approved by the board on 21 July 2026 and signed on its behalf.
A D Schuessler Director
Page 3
BURNS & MCDONNELL ENTERPRISES LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements for the year ended 31 December 2025.
Objectives of the business, principal activity, and future direction
As a holding company, one of the key objectives of the Company and its subsidiaries is to expand the Group's position across the globe. The principal activity of the Group is the provision of advisory, engineering and construction services. The Group is currently pursuing opportunities to provide full EPC (Engineer, Procure, Construct) services within the Group's chosen markets in partnership with other entities within the Burns & McDonnell family of companies. The Directors remain positive about the long-term growth potential for the Group across relevant infrastructure markets. Within the UK, this is supported by Government commitment to infrastructure projects as evidenced within the National Infrastructure Commission reports and the RIIO regulatory regime for Investor Owned Utilities, and demand for mission critical projects within the global facilities market in the UK and around the globe. Within Mexico, the power market is primarily managed by CFE, the state-owned electric utility, with whom the Group is actively pursuing projects. The global Burns & McDonnell business will continue to support the growth and development of the Group's businesses through financial support, training, counsel and allocation of personnel. As part of a global business that has been established for nearly 130 years with offices across the globe, the Directors see the growth in target markets as a long-term endeavour, seeking steady and stable growth opportunities to add value to clients. Business relationships The Directors recognise the importance of maintaining strong relationships with the Group’s key stakeholders, including clients, suppliers, and other business partners, in supporting the long-term success of the Company. As a holding company, the Company’s engagement with these stakeholders is primarily carried out through its subsidiary undertakings. The Directors receive regular updates from management on project delivery, client relationships, and supply chain matters, which are considered as part of the Board’s oversight of the Group’s operations and performance. In making decisions during the year, the Directors have had regard to the need to foster these relationships, and this has informed the Board’s oversight of project execution, business development activities, and operational performance across the Group. The Directors recognise that maintaining strong and collaborative relationships with clients and suppliers is critical to the successful delivery of projects and the continued growth of the Group.
Directors' responsibilities statement
The Directors are responsible for preparing the Group strategic report, Directors' report and the consolidated financial statements, in accordance with applicable law. Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law, they have elected to prepare the consolidated financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Page 4
BURNS & MCDONNELL ENTERPRISES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Under company law, the Directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the Directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and estimates that are reasonable and prudent; ∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements; ∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and ∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Results and dividends
The loss for the year ended 31 December 2025, after taxation, amounted to $28,640 K (2024: loss of $47,720 K). The directors did not recommend payment of a dividend for 2025 (2024: $nil). Own-share acquisitions The Company did not acquire any of its own shares during the year.
Directors
The Directors who served during the year were:
M W Brown
A D Schuessler
Financial instruments
The Group uses various financial instruments including cash, funding from group undertakings, trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. However, their existence exposes the Group to a number of financial risks which are described in more detail below. Currency risk Transaction exposures, including those associated with forecast transactions, are assessed and hedging is considered where risks facing the Group are outside acceptable limits. Whilst the aim is to achieve an economic hedge, the Group does not adopt an accounting policy of hedge accounting for these financial statements. Foreign exchange differences on retranslation of these assets and liabilities are taken to the Consolidated Statement of Profit or Loss. See note 20 to the financial statements for further information. Page 5
BURNS & MCDONNELL ENTERPRISES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Liquidity risk The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The objective is to ensure a mix of funding methods offering flexibility and cost effectiveness to match the needs of the Group. Longer term borrowing is achieved by utilising finance leases. See note 20 to the financial statements for further information. Interest rate risk During the reported year, the Group financed its operations through a mixture of funding from group undertakings and finance leases. US Group funding is repayable on demand and interest free. The Group's policy during the year was to arrange finance leases with fixed interest rates. Credit risk The principal credit risk arises from trade debtors. To manage credit risk, management sets limits for customers based on a combination of payment history and third-party credit references. Credit limits are reviewed by the finance department on a regular basis in conjunction with debt ageing and collection history. See note 20 to the financial statements for further information.
Going concern
The Group's net liabilities at 31 December 2025 amounted to $114.7 million (2024: $82.8 million). The directors have received a commitment in writing from Burns & McDonnell Engineering Company Inc., a company incorporated in the United States of America (the 'US parent company') to provide adequate financial support to the Group, if required, for a period of at least 12 months from the approval date of the statement of financial position to enable it to meet its liabilities as and when they fall due. The US parent company is confident, based on its review of projected revenues and cash-flows, including taking into account the application of downside sensitivities, that it has adequate resource to continue operations and provide financial support to the Group for a period of at least 12 months from the approval date of the Consolidated statement of financial position. Based on the confirmation of support received from the US parent company, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for a period of at least 12 months from the approval date of the Consolidated statement of financial position. Accordingly, the Directors have prepared the accounts under going concern basis which they consider to be appropriate.
Greenhouse gas emissions, energy consumption and energy efficiency action
Energy & Carbon Report This Energy & Carbon Report of Burns & McDonnell Enterprises Limited (the Company) for the year ended 31 December 2025 has been prepared in accordance with the Streamlined Energy & Carbon Reporting (SECR) requirements applicable to large companies under the Companies Act 2006. In line with these requirements, the disclosures relate to the Company’s UK operations only, and are provided only for the year ended 31 December 2025, as the Company did not meet the applicable thresholds for reporting in prior periods. Page 6
BURNS & MCDONNELL ENTERPRISES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 UK Emissions and Energy Consumption The table below summarises the Company’s UK energy consumption and greenhouse gas (GHG) emissions for the year ended 31 December 2025.
| 2025 GHG Emissions (mtCO2e) | 2025 Energy Consumption (kwh)
Scope 1 - Stationary Combustion | 11 | 58,663
Scope 1 - Mobile Combustion | 33 | 87,197
Scope 2 - Location-Based Electricity | 18 | 103,422
Scope 2 - Market-Based Electricity | 0 | See Above
Scope 3 - Business Travel (Rental Cars and Employee-Owned Vehicles) | 62 | 285,158
Total (location-based) | 124 | 534,440
GHG Emissions Intensity The Company’s GHG emissions intensity for the year ended 31 December 2025 was 0.61 mtCO2e per full-time equivalent employee (including contract workers). This figure was calculated using the following emissions: Scope 1 – Stationary Combustion, Scope 1 – Mobile Combustion, Scope 2 – Location-Based Electricity, and Scope 3 – Business Travel (Rental Cars and Employee-Owned Vehicles). Calculation Methodologies Burns & McDonnell’s GHG inventory is prepared following the Greenhouse Gas Protocol’s standards and guidance, with the reporting boundary based on an operational control approach covering all operations under the Company’s control within the UK. For the purpose of this SECR disclosure, the Company reports on Scope 1 emissions from the combustion of gas and consumption of fuel for the purposes of transport, Scope 2 location-based and market-based emissions, and Scope 3 emissions from business travel in rental cars and employee-owned vehicles where the Company is responsible for purchasing the fuel. - Scope 1 – Stationary Combustion: The Company includes usage of natural gas for the leased facilities within our reporting boundary. The associated emissions were calculated using utility consumption data provided by property managers and the UK’s Department for Energy Security and Net Zero (DESNZ) 2025 emission factors. While the DESNZ conversion factors are based on IPCC AR5 global warming potentials (GWPs), CO2e values were recalculated using AR6 GWPs to maintain consistency with Burns & McDonnell’s global GHG inventory methodology. - Scope 1 – Mobile Combustion: The Company has long-term leased fleet vehicles. Vehicle-specific CO2 emission factors were obtained from the UK Driver and Vehicle Licensing Agency (DVLA). DESNZ emission factors were used to calculate CO2e from CH4 and N2O. Vehicle fuel efficiency data was obtained from manufacturer websites and used to convert mileage into fuel usage for energy (kWh) equivalents. - Scope 2 – Purchased Electricity: Electricity consumption data was obtained through utility invoices (when available) or through direct correspondence with property managers. Location-based emissions were calculated using DESNZ production fuel mix factors (location-based). Market-based calculations used utility specific emission factors when available, in addition to emission factors from the Association of Issuing Bodies Residual Mixes and European Attribute Mix of 2024. Additionally, the Company matched electricity consumption with the purchasing of Renewable Energy Guarantees of Origin (REGO) certificates. Page 7
BURNS & MCDONNELL ENTERPRISES LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 - Scope 3 – Business Travel (Rental Cars and Employee-Owned Vehicles): Distance travelled and fuel consumed in rental cars were provided directly by the Company’s rental car providers. DESNZ passenger vehicle emission factors were applied for these emissions. Electric vehicle emissions were quantified by converting mileage to kWh and then utilizing the market-based emission factors from DESNZ. Business mileage data from employee-owned vehicles was compiled from internal reports, and fuel economy assumptions were applied to estimate the associated fuel consumption. Business travel emissions are reported for journeys that take place within the UK. Energy Efficiency Measures The Company is a tenant in all of our office locations within the UK. The measures in place to improve energy efficiency in 2025 varied by office location and included the utilization of building management systems and LED and smart lighting systems, as well as the incorporation of shower and changing facilities to facilitate commuting by cycling or walking. Additionally, the Company purchased 104 MWh of renewable energy attributes in the form of Renewable Energy Guarantees of Origin (REGO) certificates during 2025, which are reflected in the Company’s market-based Scope 2 emissions.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post year end events
There have been no significant events affecting the Group and Company since 31 December 2025.
Auditors
The auditors, PKF Smith Cooper Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 21 July 2026 and signed on its behalf.
A D Schuessler Director
Page 8
BURNS & MCDONNELL ENTERPRISES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNS & MCDONNELL ENTERPRISES LIMITED
Opinion
We have audited the financial statements of Burns & McDonnell Enterprises Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated statement of profit or loss, the Consolidated statement of other comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of cash flows and the related notes, including a summary of material accounting policies set out on pages 22 - 33. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. 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; ∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and ∙the financial statements 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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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. Page 9
BURNS & MCDONNELL ENTERPRISES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNS & MCDONNELL ENTERPRISES LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual report, other than the financial statements and our auditors' 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.
Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report 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 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. Responsibilities of directors As explained more fully in the Directors' responsibilities statement on page 4, 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 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. Page 10
BURNS & MCDONNELL ENTERPRISES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNS & MCDONNELL ENTERPRISES LIMITED (CONTINUED) 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 an auditors' 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 Group and the industry, key laws and regulations that we identified included: ∙Tax legislation; ∙Health and safety legislation; and ∙Employment legislation. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: ∙management bias in respect of accounting estimates and judgements made; ∙management override of controls; and ∙posting of unusual journals or transactions. We focused on those areas that could give rise to a material misstatement in the Group and Company's financial statements. Our procedures included, but were not limited to: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud; ∙Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, in particular, revenue recognition on long-term contracts and the assessment of whether to recognise a deferred tax asset. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. Page 11
BURNS & MCDONNELL ENTERPRISES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNS & MCDONNELL ENTERPRISES LIMITED (CONTINUED) 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 auditors' 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 auditors' 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. Richard Haydon (Senior Statutory Auditor) for and on behalf of PKF Smith Cooper Audit Limited Statutory Auditors Cornerblock 2 Cornwall Street Birmingham B3 2DX 21 July 2026 Page 12
BURNS & MCDONNELL ENTERPRISES LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $000 | $000
Revenue | 4 | 73,433 | 71,016
Cost of sales |  | (70,920) | (98,865)
Gross profit/(loss) |  | 2,513 | (27,849)
Administrative expenses |  | (31,108) | (19,323)
Finance income |  | 96 | -
Loss before tax | 5 | (28,499) | (47,172)
Tax expense | 9 | (141) | (548)
Loss for the year |  | (28,640) | (47,720)
Loss for the year attributable to: |  |  |
Owners of the parent |  | (28,640) | (47,720)
|  | (28,640) | (47,720)
The notes on pages 22 to 55 form part of these financial statements.
Page 13
BURNS & MCDONNELL ENTERPRISES LIMITED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | $000 | $000
Loss for the year |  | (28,640) | (47,720)
Exchange (losses)/gains arising on translation on foreign operations |  | (5,625) | 1,349
Other comprehensive (loss)/income for the year, net of tax |  | (5,625) | 1,349
Total comprehensive (loss) |  | (34,265) | (46,371)
Total comprehensive (loss) attributable to: |  |  |
Owners of the parent |  | (34,265) | (46,371)
|  | (34,265) | (46,371)
The notes on pages 22 to 55 form part of these financial statements. Page 14
BURNS & MCDONNELL ENTERPRISES LIMITED REGISTERED NUMBER: 09911865 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | $000 | $000
Assets |  |
Non-current assets |  |  |
Property, plant and equipment | 10 | 823 | 1,065
Intangible assets | 13 | - | -
Right-of-use assets | 11 | 1,902 | 1,488
Deferred tax asset | 9 | 1,433 | 869
Trade and other receivables | 14 | 1,078 | 288
|  | 5,236 | 3,710
Current assets |  |  |
Trade and other receivables | 14 | 19,922 | 25,527
Cash and cash equivalents | 15 | 24,977 | 9,939
|  | 44,899 | 35,466
Total assets |  | 50,135 | 39,176
Liabilities |  |
Non-current liabilities |  |  |
Trade and other liabilities | 16 | 1,250 | 733
|  | 1,250 | 733
Current liabilities |  |  |
Trade and other liabilities | 16 | 163,600 | 121,208
|  | 163,600 | 121,208
Total liabilities |  | 164,850 | 121,941
Net liabilities |  | (114,715) | (82,765)
Page 15
BURNS & MCDONNELL ENTERPRISES LIMITED REGISTERED NUMBER: 09911865 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | $000 | $000
Issued capital and reserves attributable to owners of the parent |  |  |
Share capital | 17 | 10 | 10
Foreign exchange reserve | 18 | (4,081) | 1,544
Other reserves | 18 | 2,315 | -
Retained earnings | 18 | (112,959) | (84,319)
|  | (114,715) | (82,765)
TOTAL EQUITY |  | (114,715) | (82,765)
The financial statements on pages 13 to 55 were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
A D Schuessler
Director
Date: 21 July 2026
The notes on pages 22 to 55 form part of these financial statements. Page 16
BURNS & MCDONNELL ENTERPRISES LIMITED REGISTERED NUMBER: 09911865 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | $000 | $000
Assets |  |
Non-current assets |  |  |
Investment in subsidiaries | 12 | 19 | 19
|  | 19 | 19
Current assets |  |  |
Trade and other receivables | 14 | 4 | 43
Cash and cash equivalents | 15 | 38 | 27
|  | 42 | 70
Total assets |  | 61 | 89
Liabilities |  |
Current liabilities |  |  |
Trade and other liabilities | 16 | 477 | 470
Total liabilities |  | 477 | 470
Net liabilities |  | (416) | (381)
Issued capital and reserves attributable to owners of the parent |  |  |
Share capital | 17 | 10 | 10
Retained earnings | 18 | (426) | (391)
TOTAL EQUITY |  | (416) | (381)
The Company's loss for the year was $35,000 (2024: profit of $14,000). The financial statements on pages 13 to 55 were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
A D Schuessler
Director
Date: 21 July 2026
The notes on pages 22 to 55 form part of these financial statements. Page 17
BURNS & MCDONNELL ENTERPRISES LIMITED REGISTERED NUMBER: 09911865 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 Page 18
BURNS & MCDONNELL ENTERPRISES LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Share capital | Foreign exchange reserve | Other reserves | Retained earnings | Total attributable to equity holders of parent | Total equity
| $000 | $000 | $000 | $000 | $000 | $000
At 1 January 2024 | 10 | 195 | - | (36,599) | (36,394) | (36,394)
Loss for the year | - | - | - | (47,720) | (47,720) | (47,720)
Other comprehensive income | - | 1,349 | - | - | 1,349 | 1,349
Total comprehensive income/(loss) for the year | - | 1,349 | - | (47,720) | (46,371) | (46,371)
At 31 December 2024 | 10 | 1,544 | - | (84,319) | (82,765) | (82,765)
At 1 January 2025 | 10 | 1,544 | - | (84,319) | (82,765) | (82,765)
Loss for the year | - | - | - | (28,640) | (28,640) | (28,640)
Other comprehensive loss | - | (5,625) | - | - | (5,625) | (5,625)
Total comprehensive income/(loss) for the year | - | (5,625) | - | (28,640) | (34,265) | (34,265)
Capital contribution | - | - | 3,083 | - | 3,083 | 3,083
Taxation | - | - | (768) | - | (768) | (768)
Total contributions by owners | - | - | 2,315 | - | 2,315 | 2,315
At 31 December 2025 | 10 | (4,081) | 2,315 | (112,959) | (114,715) | (114,715)
The notes on pages 22 to 55 form part of these financial statements.
Page 19
BURNS & MCDONNELL ENTERPRISES LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Share capital | Retained earnings | Total equity
| $000 | $000 | $000
At 1 January 2024 | 10 | (405) | (395)
Profit for the year | - | 14 | 14
Total comprehensive income for the year | - | 14 | 14
At 31 December 2024 | 10 | (391) | (381)
At 1 January 2025 | 10 | (391) | (381)
Loss for the year | - | (35) | (35)
Total comprehensive income/(loss) for the year | - | (35) | (35)
At 31 December 2025 | 10 | (426) | (416)
The notes on pages 22 to 55 form part of these financial statements.
Page 20
BURNS & MCDONNELL ENTERPRISES LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $000 | $000
Cash flows from operating activities |  |  |
Loss for the year |  | (28,640) | (47,720)
Adjustments for |  |  |
Depreciation of property, plant and equipment | 10 | 705 | 526
Depreciation of right-of-use assets | 11 | 658 | 527
Finance expense |  | 108 | 41
Income tax expense | 9 | 141 | 548
|  | (27,028) | (46,078)
Movements in working capital: |  |  |
Decrease/(increase) in trade and other receivables |  | 6,010 | (9,081)
Increase in trade and other payables |  | 36,784 | 60,792
Cash generated from operations |  | 15,766 | 5,633
Income taxes paid |  | (1,624) | (650)
Net cash from operating activities |  | 14,142 | 4,983
Cash flows from investing activities |  |  |
Purchases of property, plant and equipment |  | (371) | (426)
Net cash used in investing activities |  | (371) | (426)
Cash flows from financing activities |  |  |
Payment of lease liabilities |  | (711) | (430)
Net cash used in financing activities |  | (711) | (430)
Net increase in cash and cash equivalents |  | 13,060 | 4,127
Cash and cash equivalents at the beginning of year |  | 9,939 | 4,461
Exchange gains on cash and cash equivalents |  | 1,978 | 1,351
Cash and cash equivalents at the end of the year |  | 24,977 | 9,939
The notes on pages 22 to 55 form part of these financial statements. Page 21
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Burns & McDonnell Enterprises Limited (09911865) (the 'Company') is a private Company limited by shares which is incorporated in England & Wales and domiciled in the United Kingdom. The address of the registered office is shown on the company information page. The places of business are Cornwall Street, Birmingham, B3 2DL, Bishops Square, London, E1 6AD, Duart House, Strathclyde Business Park, Bellshill, Lanarkshire, ML4 3PR and Avenida Ejercito Nacional 154, Piso 02, Colonia Nueva Anzures, Mexico City, Mexico. The Directors' Report on page 1 discloses the principal activities of the Group headed by Burns and McDonnell Enterprises Limited ('the Group'). 2.Accounting policies
| 2.1 | Basis for preparation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), IFRS Interpretations Committee (IFRS IC) interpretations, and the Companies Act 2006 applicable to companies reporting under IFRS. The accompanying consolidated financial statements are representative of the consolidated results of Burns & McDonnell Enterprises Limited and its subsidiaries: Burns & McDonnell Europe (UK) Limited, Burns & McDonnell Engineering S.A de C.V., Burns & McDonnell Services S.A. de C.V, Burns & McDonnell Asia (Philippines) Inc. and Burns & McDonnell South America (Chile) SpA. Further details are given in note 12. The consolidated financial statements are prepared under the historical cost convention. All values are rounded to the nearest thousand US Dollar ($000) except when otherwise indicated. The Company has taken advantage of the exemption in s.408 of the Companies Act 2006 not to publish its own profit and loss account. The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumption and estimates are significant to the consolidated financial statements are disclosed in Note 3. 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; ∙is exposed, or has rights, to variable returns from its involvement with the investee; and ∙has the ability to use its power to affect its returns. 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 arrangements with the other vote holders of the investee; ∙rights arising from other contractual arrangements; and ∙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 begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Page 22
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.1 | Basis for preparation and consolidation (continued)
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. The Company's functional currency is the United States Dollar. The consolidated financial statements are also presented in United States Dollar ($). The information included for comparative purposes covers the year ended 31 December 2024. The stand-alone parent company financial statements were prepared in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and in accordance with applicable accounting standards. The parent company has taken advantage of the following disclosure exemptions under FRS 101: a) the requirements of IFRS 7 Financial Instruments: Disclosures; b) the requirements of IFRS 16 related to short term leases; c) the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement; d) the requirements of paragraphs 10(d), 10(f), 39(c), and 134-136 of IAS 1 Presentation of Financial Statements; e) the requirements of IAS 7 Statement of Cash Flows; f) the requirements of paragraphs 30 and 31 in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; and g) the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is a wholly owned by such a member. Page 23
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.2 | Going concern
The Group's net liabilities at 31 December 2025 amounted to $114.7 million (2024: $82.8 million). The directors have received a commitment in writing from Burns & McDonnell Engineering Company Inc., a company incorporated in the United States of America (the 'US parent company') to provide adequate financial support to the Group, if required, for a period of at least 12 months from the approval date of the statement of financial position to enable it to meet its liabilities as and when they fall due. The US parent company is confident, based on its review of projected revenues and cash-flows, including taking into account the application of downside sensitivities, that it has adequate resources to continue operations and provide financial support to the Group for a period of at least 12 months from the approval date of the Consolidated statement of financial position. Based on the confirmation of support received from the US parent company, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for a period of at least 12 months from the approval date of the Consolidated statement of financial position. Accordingly, the Directors have prepared the accounts under going concern basis which they consider to be appropriate.
| 2.3 | Revenue Recognition
Revenue from engineering, construction, and consulting contracts is recognised in accordance with IFRS 15 over time as performance obligations are satisfied. Gross revenue on contracts is recognised on a percentage-of-completion basis based on the proportion of actual job costs incurred to total estimated project costs. Losses are recognised as soon as they are foreseen. Actual job costs include labour, direct costs, and applied indirect costs. Direct costs include sub-consultant costs, equipment and materials, supplies, and travel costs. Applied indirect costs include fringes and related burden associated with labour costs. Contract warranties, as applicable, are included in the total estimated costs of the project. Amounts due from customers for contract work are valued at anticipated net value of work done after provision for contingencies and anticipated future losses on contracts. Claims by the Group are included in the valuation of contracts and credited to the Consolidated statement of profit or loss when entitlement has been established and the amount of economic benefit has been established and the amount of the economic benefit receivable can be established reliably. Amounts recognised in excess of amounts invoiced are recorded in debtors as contract assets. Cash received on account of contracts is deducted from the amounts due from customers for contract work. Such amounts which have been received and exceed amounts due from customers are included in trade and other payables as contract liabilities. Contract provisions in excess of amounts due from customers are included in provisions. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Income from engineering is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The Group has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group adjusts the transaction prices of these contracts for the time value of money. Page 24
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities representing future lease payment commitments and right-of-use assets representing the right to use the underlying assets. i) Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of (a) the lease term and (b) the estimated useful lives of the assets. ii) Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. The lease term includes a renewal option when it is reasonably certain of being exercised. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date unless the interest rate implicit in the lease is readily determinable. Subsequent to the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group's right-of-use assets and lease liabilities are presented within separate line items within the Consolidated statement of financial position. iii) Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemptions to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Low-value assets are considered to be less than $5,000. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. Page 25
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Leases (continued)
Page 26
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign exchange
Transactions in foreign currencies are initially recorded in the entity's functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the Consolidated statement of financial position date and the gains and losses on translation are included in the Consolidated statement of profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The Group's consolidated financial statements are presented in US Dollars, whilst the subsidiary undertakings prepare financial statements in Sterling, or different functional currencies. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The exchange differences arising on translation for consolidation purposes are recognised in other comprehensive income.
| 2.6 | Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the statement of financial position date. Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exception: ∙deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax creditors or tax losses can be utilised. Income tax expense represents the sum of the tax currently payable and deferred tax. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the Statement of financial position date. The carrying amount of deferred income tax assets is reviewed at each Statement of financial position date. Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to set off deferred tax assets against deferred tax liabilities, the deferred income taxes relate to the same taxation authority and that authority permits the company to make a single net payment. Income tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, income tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise income tax is recognised in the Consolidated statement of profit or loss. Page 27
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Intangible assets
| Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
| 2.8 | Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's fair value less costs to sell and its value in use and is determined for an individual asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recorded in the Consolidated statement of profit or loss in the period they occur. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses no longer exist or may have decreased. If such indication exists, the Company makes an estimate of recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last increase to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior periods. Such reversal is recognised in the Consolidated statement of profit or loss unless the asset is carried at the re-valued amount, in which case the reversal is treated as a revaluation increase. Page 28
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Impairment of financial assets
The Group recognises an allowance, where material, for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of any collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12 month EL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL). For trade debtors, the Group applies a simplified approach in calculating ECLs. Therefore, the group does not track changes in credit risk, but instead recognises a loss allowance, where material, based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward looking factors specific to the debtors and the economic environment.
| 2.10 | Impairment of tangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible 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). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal 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. When an impairment loss subsequently reverses, the carrying amount of the asset (or a 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. Page 29
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Property, plant and equipment
Property, plant and equipment are stated at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is recorded in order to recognise the cost of assets (less their residual value) over their estimated useful lives, using the straight-line method. Depreciation is recorded based on the following estimated useful lives: Furniture, fixtures and equipment 5-7 years Computer software 3 years Leasehold improvements shorter of lease term or useful life Motor vehicles 5 years The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated statement of profit or loss.
| 2.12 | Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
| 2.13 | Investments
Investments held as non-current assets are stated at cost less any provision for impairment. Investments are reviewed at least annually for impairment.
| 2.14 | Trade receivables
Short-term receivables are measured at transaction price, less any impairment.
| 2.15 | Trade payables
Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business. Trade and inter-company payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
| 2.16 | Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. Page 30
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments
Financial assets Initial recognition and measurement Financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instruments. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through the Consolidated statement of profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through the Consolidated statement of profit or loss are expensed. Trade debtors are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of a third party, if the trade debtors do not contain a significant financing component at initial recognition. Subsequent measurement Investments in debt instruments Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are: (i) Amortised cost Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in the Consolidated statement of profit or loss when the assets are derecognised or impaired, and through amortisation process. (ii) Fair value through other comprehensive income ("FVOCI") Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Financial assets measured at FVOCI are subsequently measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses and interest calculated using the effective interest method are recognised in the Consolidated statement of profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is de-recognised. Page 31
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) (iii) Fair value through profit or loss Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt instrument that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in the Consolidated statement of profit or loss in the period in which it arises. Derecognition A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in the Consolidated statement of profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the Consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
| 2.18 | Financial liabilities
Initial recognition and measurement Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value plus, in the case of financial liabilities not at fair value through profit or loss, directly attributable transaction costs. Subsequent measurement After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process. Derecognition A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amount and the consideration paid is recognised in the Consolidated statement of profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the Consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Page 32
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Defined contribution schemes
Contributions to defined contribution pension schemes are charged to the Consolidated statement of profit or loss in the year to which they relate. Amounts not paid are shown in accruals as a liability in the Consolidated statement of financial position.
| 2.20 | Changes in accounting policies
Several amendments to IFRS standards became effective during the year ended 31 December 2025. Management has assessed these amendments and concluded that they do not have a material impact on the Group’s and Company’s financial statements. These include amendments to IAS 1, IFRS 7, and IFRS 16. The judgement that these amendments are not material is based on the nature of the Group’s operations and existing accounting policies. Standards and interpretations issued but not yet effective: ∙Amendment to IFRS 9 Financial Instruments: Amendments to the Classification and Measurement of Financial Instruments (effective date 1 January 2026) ∙Amendment to IFRS 9 Financial Instruments: Contracts Referencing Nature-dependent Electricity (effective date 1 January 2026) ∙Amendment to IFRS 7 Financial Instruments: Disclosures: Contracts Referencing Nature-dependent Electricity (effective date 1 January 2026) ∙Amendment to IFRS 18 Presentation and Disclosure in Financial Statements: (effective date 1 January 2027) ∙Amendment to IFRS 19 Subsidiaries without Public Accountability Disclosures: (effective date 1 January 2027) The Group is still assessing the impact of implementing the above standards and does not expect a significant impact on the financial statements. Page 33
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on information available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. Revenue recognition The Group's revenue accounting policy is central to how the Group values the work it has carried out in each financial year. This policy requires assessments to be made on the current percentage complete and forecasts of the outcome of projects. These forecasts require assessments and judgements to be made on changes in, percent complete, work scope, and costs to completion. While the assumptions made are based on professional judgements, subsequent events may mean that estimates calculated prove to be inaccurate, with a consequent effect on the reported results. Taxes Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. The Group has substantial tax losses carried forward. The Directors have reviewed the deferred tax asset and concluded that where there is persuasive evidence at the statement of financial position date that it will be fully utilised as an offset to future profits in the foreseeable future the amounts are recognised. Page 34
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Revenue from contracts with customers
| The following is an analysis of the Group's revenue for the year from continuing operations:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Good and services transferred over time | 73,433 | 71,016
|  | 73,433 | 71,016
| Analysis of revenue by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| United Kingdom | 48,285 | 41,064
| Rest of Europe | 11,710 | 12,392
| North America | 13,438 | 17,560
|  | 73,433 | 71,016
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Contract balances |  |
| Trade receivables | 13,142 | 15,656
| Contract assets | 6,568 | 8,768
| Contract liabilities | (70,259) | (41,182)
| Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) and contract work in progress (typically for fixed-price contracts). Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the terms of the contract. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The Group anticipates that substantially all contract assets as of 31 December 2025 will be billed and collected within one year. Trade receivables in the Statement of financial position represent unconditional right to collect from the client subject only to the passage of time. No expected credit losses have been recorded based upon management's review of the underlying balances.
Page 35
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Loss from operations
| The loss before tax is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Professional service expenses | 804 | 570
| Depreciation | 1,363 | 1,053
| Expenses relating to short-term leases | - | 167
| Foreign currency (gains) / losses | 1,120 | (687)
6. | Auditors' remuneration
| The Group paid the following amounts to its auditors in respect of the audit of the consolidated financial statements and for other services provided to the Group.
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Audit of the Consolidated Group financial statements | 46 | 39
| Audit of the financial statements of subsidiary undertakings | 47 | 48
| Fees paid to the auditors for non-audit compliance related services in 2025 were $10,000 (2024: $7,000).
Page 36
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employee costs
| Group
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Wages and salaries | 24,704 | 18,224
| Social security costs | 3,099 | 2,113
| Defined contribution pension cost | 2,768 | 1,945
|  | 30,571 | 22,282
| Key management personnel compensation Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group.
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Salary | 2,319 | 759
| Other long-term benefits | 61 | 71
| Defined contribution scheme costs | 34 | 47
|  | 2,414 | 877
| The monthly average number of persons, including the Directors, employed by the Group during the year was as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | No. | No.
| Contract execution | 189 | 152
| Administration | 18 | 10
| Total | 207 | 162
| The Directors received no remuneration for their services to the Group as their remuneration was paid by Burns & McDonnell Engineering Company, Inc. The Group receives an allocation of management and administrative services provided by the parent which is recognized in administrative expenses on the Consolidated statement of profit or loss.
Page 37
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Finance income and expense
| Recognised in profit or loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
Finance income |  |
| Interest on: |  |
| - Bank deposits | 96 | -
| Total interest income arising from financial assets measured at amortised cost or FVOCI | 96 | -
| Total finance income | 96 | -
| Finance expense |  |
| Net finance income/(expense) recognised in profit or loss | 96 | -
Page 38
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Tax expense and deferred tax expense
| Income tax recognised in profit or loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Current tax |  |
| Current tax on profits for the year | 705 | 1,417
| Total current tax | 705 | 1,417
| Deferred tax expense |  |
| Origination and reversal of timing differences | (564) | (869)
| Total deferred tax | (564) | (869)
|  | 141 | 548
| The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Loss for the year | (28,640) | (47,720)
| Income tax expense | 141 | 548
| Loss before income taxes | (28,499) | (47,172)
| Tax using the Company's domestic tax rate of 25% (2024: 25%) | 7,125 | 11,793
| Unrelieved tax losses not recognised | (6,984) | (11,245)
| Total tax expense | 141 | 548
Page 39
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 9.Tax expense and deferred tax expense (continued)
| Income tax recognised in profit or loss (continued)
| Pillar Two tax Burns & McDonnell Enterprises Limited is within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective from 2024. Under the legislation, the group is liable to pay top-up tax in the UK for the difference between the GIoBE effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendment to IAS 12 issued in May 2023. No top-up taxes are expected to be due in the UK in respect of the year ended 31 December 2025.
Changes in tax rates and factors affecting the future tax charges There is no expiry date for the utilisation of taxable losses carried forward which would mitigate future taxable profits.
| Deferred Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| At beginning of year | 869 | -
| (Charge) / credit to profit or loss | 564 | 869
| At end of year | 1,433 | 869
Page 40
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Tax loss carried forward | 28,000 | 19,800
| Other short term timing difference | 1,433 | 869
| Amounts not recognised | (28,000) | (19,800)
|  | 1,433 | 869
| The Directors have recognised the deferred tax asset in respect of profit-making subsidiaries. The Directors have concluded that there is not enough persuasive evidence at the statement of financial position date that the asset will be utilised in respect of loss making subsidiaries and therefore, the assets are not recognised.
10. | Property, plant and equipment
| Group
|  | Leasehold improvements | Motor vehicles | Fixtures and fittings | Computer equipment | Computer software | Total
|  | $000 | $000 | $000 | $000 | $000 | $000
| Cost |  |  |  |  |  |
| At 1 January 2024 | 1,023 | 25 | 609 | 724 | 20 | 2,401
| Additions | 39 | - | 18 | 312 | 57 | 426
| Disposals | - | - | - | (127) | - | (127)
| Foreign exchange movements | (22) | - | (9) | (7) | - | (38)
| At 31 December 2024 | 1,040 | 25 | 618 | 902 | 77 | 2,662
| Additions | 173 | - | 11 | 188 | - | 372
| Disposals | - | (25) | - | - | - | (25)
| Foreign exchange movements | 92 | - | 45 | 70 | 5 | 212
| At 31 December 2025 | 1,305 | - | 674 | 1,160 | 82 | 3,221
Page 41
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Property, plant and equipment (continued)
| Accumulated depreciation |  |  |  |  |  |
| At 1 January 2024 | 483 | 25 | 269 | 426 | 20 | 1,223
| Charge for the year | 209 | - | 90 | 214 | 13 | 526
| Eliminated on disposals | - | - | - | (126) | - | (126)
| Exchange adjustments | (10) | - | (4) | (12) | - | (26)
| At 31 December 2024 | 682 | 25 | 355 | 502 | 33 | 1,597
| Charge for the year | 319 | - | 97 | 269 | 20 | 705
| Eliminated on disposals | - | (25) | - | - | - | (25)
| Exchange adjustments | 57 | - | 27 | 35 | 2 | 121
| At 31 December 2025 | 1,058 | - | 479 | 806 | 55 | 2,398
| Net book value |  |  |  |  |  |
| At 1 January 2024 | 540 | - | 340 | 298 | - | 1,178
| At 31 December 2024 | 358 | - | 263 | 400 | 44 | 1,065
| At 31 December 2025 | 247 | - | 195 | 354 | 27 | 823
11. | Leases
| Group The Group's Mexico and UK entities have entered into long-term office space lease contracts. As of 31 December 2025, these office lease contracts comprise the entirety of the Group's lease obligations. The following are the amounts recognised in the profit or loss: The following amounts in respect of leases have been recognised in profit or loss:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Depreciation expense of right-of-use assets | 658 | 527
| Interest expense on lease liabilities | 108 | 41
| Total | 766 | 568
Page 42
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Set out below are the carrying amounts of the right-of-use assets recognised and movements during the period:
|  | 2025 | 2024
|  | $000 | $000
| Cost |  |
| As at 1 January | 3,423 | 2,408
| Additions | 899 | 1,029
| Foreign exchange movement | 348 | (14)
| As at 31 December | 4,670 | 3,423
| Accumulated Depreciation |  |
| As at 1 January | (1,935) | (1,404)
| Charge for the year | (658) | (527)
| Foreign exchange movement | (175) | (4)
| As at 31 December | (2,768) | (1,935)
| Net Book Value | 1,902 | 1,488
| Set out below are the carrying amounts of the lease liabilities recognised and movements during the period:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| As at 1 January | 1,549 | 938
| Additions | 899 | 1,029
| Accretion of interest | 108 | 41
| Payments | (711) | (430)
| Foreign exchange movement | 136 | (29)
| As at 31 December | 1,981 | 1,549
| The Group had total cash outflows for the leases of $711,000 (2024: $430,000).
Page 43
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Set out below are amounts payable at 31 December:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Current portion of lease obligation | 731 | 816
| Non-current portion of lease obligation | 1,250 | 733
|  | 1,981 | 1,549
Page 44
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Investment in subsidiaries
Company
|  | Investment in subsidary companies
|  | $000
| Cost |
| At 1 January 2025 | 241
| Disposals | (222)
| At 31 December 2025 | 19
| Impairment |
| At 1 January 2025 | 222
| Disposals | (222)
| At 31 December 2025 | -
| Net book value |
| At 31 December 2025 | 19
| At 31 December 2024 | 19
Page 45
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Investments in subsidiaries (continued)
| Details of the Group's material subsidiaries are as follows:
| Name of subsidiary |  | Principal activity | Place of incorporation and operation
| 1) Burns & McDonnell Europe (UK) Limited | Full service advisory, engineering and delivery services | England, UK
| 2) Burns & McDonnell Engineering S.A. de C.V. | Full service advisory, engineering and delivery services | Mexico
| 3) Burns & McDonnell Services S.A. de C.V. | Supplying and procuring specialised administrative, financial, accounting and human resources services | Mexico
| 4) Burns & McDonnell South America (Chile) SpA | Dormant | Chile
| 5) Burns & McDonnell Asia (Philippines), Inc. | Full service advisory, engineering and delivery services | Philippines
1) Burns & McDonnell Europe (UK) Limited This is a wholly-owned subsidiary. The subsidiary's registered office is 5 Churchill Place, 10th Floor, London, EC14 5HU, United Kingdom. 2) Burns & McDonnell Engineering S.A. de C.V. The Company owns 99.99% of the subsidiary share capital. The remaining 0.01% is owned by Burns & McDonnell Global, Inc. The subsidiary's registered office is Avenida Ejercito Nacional 154 Segundo Piso, Mexico City, 11540 Mexico. 3) Burns & McDonnell Services S.A. de C.V. The Company owns 99.99% of the subsidiary share capital. The remaining 0.01% is owned by Burns & McDonnell Global, Inc. The subsidiary's registered office is Avenida Ejercito Nacional 154 Segundo Piso, Mexico City, 11540 Mexico. 4) Burns & McDonnell South America (Chile) SpA During 2025, the Company completed a liquidation process and this subsidiary was dissolved. 5) Burns & McDonnell Asia (Philippines), Inc. During 2025, this subsidiary was disposed of. Page 46
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Intangible assets
| Group
|  |  |  |  | Goodwill
|  |  |  |  | $000
| Cost |
| At 1 January 2025 | 1,549
| Disposals | (1,549)
| At 31 December 2025 | -
| Impairment |
| At 1 January 2025 | 1,549
| Disposals | (1,549)
| At 31 December 2025 | -
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | -
| Goodwill was created by the Group acquisition of subsidiary Burns & McDonnell (Asia) Philippines, Inc. and reflected the excess of the purchase price over the fair value of the liabilities. The goodwill was fully impaired in previous years and the related investment was disposed of during the current year.
Page 47
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Trade and other receivables
| Group
|  | 2025 | 2024
|  | $000 | $000
| Non-current |  |
| Trade receivables | 1,078 | 288
| Receivables from contracts with customers - net | 1,078 | 288
| Current |  |
| Trade receivables | 12,064 | 15,368
| Receivables from group undertakings | 525 | 744
| Amounts recoverable from long-term contracts | 6,568 | 8,768
| Prepayments and accrued income | 643 | 477
| Other receivables | 122 | 170
| Total current trade and other receivables | 19,922 | 25,527
| The Group accounts for expected credit losses in accordance with IFRS 9. The Group has not determined an expected credit loss to be recorded based on evaluation of historical credit losses, and that all receivables are contractually obligated and considered due within one year.
| Company
|  | 2025 | 2024
|  | $000 | $000
| Current |  |
| Receivables from group undertakings | 4 | 3
| Total financial assets other than cash and cash equivalents classified as loans and receivables | 4 | 3
| Other receivables | - | 40
| Total current trade and other receivables | 4 | 43
| Amounts due from group undertakings are unsecured, non-interest bearing with no stated repayment date.
Page 48
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Bank and cash balances | 24,977 | 9,939 | 38 | 27
16. | Trade and other payables
| Group
|  | 2025 | 2024
|  | $000 | $000
| Non-current |  |
| Non current portion of lease obligations | 1,250 | 733
|  | 2025 | 2024
|  | $000 | $000
| Current |  |
| Trade payables | 7,183 | 7,969
| Payables to group undertakings | 80,471 | 66,872
| Other payables | 172 | 188
| Accruals | 1,497 | 629
| Other payables - tax and social security payments | 3,287 | 3,552
| Contract liabilities | 70,259 | 41,182
| Current portion of lease obligations | 731 | 816
| Total current trade and other payables | 163,600 | 121,208
| Company
|  | 2025 | 2024
|  | $000 | $000
| Current |  |
| Amounts due to group undertakings | 477 | 470
| Total current trade and other payables | 477 | 470
| Amounts due to group undertakings are unsecured, non-interest bearing with no stated repayment date.
Page 49
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Share capital
| Authorised |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | $000 | Number | $000
| Shares treated as equity |  |  |  |
| Ordinary shares of $1 each | 10,000 | 10 | 10,000 | 10
|  | 10,000 | 10 | 10,000 | 10
| Issued and fully paid |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | $000 | Number | $000
| Ordinary shares of $1 each |  |  |  |
| At 1 January and 31 December | 10,000 | 10 | 10,000 | 10
18. | Reserves
Foreign exchange reserve The reserve records the accumulation of gains and losses on translation of foreign operations to Group currency ($) at the statement of financial position date. Other reserves The reserve records the forgiveness of intercompany debt in the current period. Profit and loss account The reserve records the accumulation of the profits and losses and forgiveness of intercompany debt in the current period and prior periods in the normal course of business. Page 50
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Analysis of amounts recognised in other comprehensive income
|  | Foreign exchange reserve
|  | $000
| Year ended 31 December 2025 |
| Items that are or may be reclassified subsequently to profit or loss: |
| Other: |
| Exchange differences arising on translation of foreign operations | (5,625)
|  | (5,625)
|  | Foreign exchange reserve
|  | $000
| Year ended 31 December 2024 |
| Items that are or may be reclassified subsequently to profit or loss: |
| Other: |
| Exchange differences arising on translation of foreign operations | 1,349
|  | 1,349
Page 51
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| 20. | Financial risk management
Objective and policies The Group's principal financial liabilities are comprised of trade and other payables including, amounts due to related parties. The Group has financial assets such as cash and cash equivalents, trade and other trade receivables. The main risks arising from the Group's financial assets and liabilities are foreign currency risk, credit risk, cash flow risk and liquidity risk. Foreign currency risk Foreign currency risk is the risk that the value of financial assets and liabilities will fluctuate due to changes in foreign exchange rates. The Directors currently believe that foreign currency risk is at an acceptable level. The Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk. The carrying amounts of the group's most significant foreign currency payables and receivables at the reporting date are as follows:
|  | 2025 | 2024
|  | $000 | $000
| Denominated in Pound Sterling |  |
| Cash and cash equivalents | 17,134 | 7,754
| Trade and other receivables | 14,656 | 14,216
| Trade and other payables | (146,831) | (101,818)
|  | (115,041) | (79,848)
| Denominated in Mexican Peso |  |
| Cash and cash equivalent | 2,839 | 1,361
| Trade and other receivables | 4,305 | 8,738
| Trade and other payables | (13,397) | (11,016)
|  | (6,253) | (917)
| Denominated in Philippine Peso |  |
| Cash and cash equivalent | - | 11
| Trade and other receivables | - | 79
| Trade and other payables | - | (2,115)
|  | - | (2,025)
| Net exposure | (121,294) | (82,790)
| Sensitivity
At 31 December 2025, a 1% change in the exchange rate on the above net liabilities would give rise to a resulting impact on the loss before tax of $1,213,000 (2024: $828,000). There are no other balances with significant exposure to exchange rate fluctuations. Page 52
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions, and other financial liabilities. Trade receivables and contract assets Customer credit risk is managed by each business unit subject to the Group's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is initially assessed at the bid and proposal stage based on an overall financial review of the customer. The credit quality of a customer is updated as new information becomes available. Outstanding trade receivables and contract assets are regularly monitored and contracts with major customers are generally backed by reputable banks and other financial security. The Group has trade receivables at 31 December 2025 in the amount of $12.1 million, of which 56% was due from one customer. In addition, contract assets are attributable to costs incurred on contracts where invoices have yet to be issued amounting to $6.6 million, of which 10% was due from one customer. The Group is of the opinion that the unbilled balances and amounts billed to third parties will be fully collectable and will mature within the next 3 months. Amounts due from Group undertakings have no contractual payment terms but are expected to be fully collectable and mature within the next 12 months. An impairment analysis is performed at each reporting date to measure expected credit losses. The provision amounts are based on days past due for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions, and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity. The group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate largely independent markets. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 14.
| Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach is to manage liquidity risk to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. Page 53
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted amounts.
|  | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | Total funds
|  | 2025 | 2025 | 2025 | 2025 | 2025
|  | $000 | $000 | $000 | $000 | $000
| Amounts due to group undertakings | 80,471 | - | - | - | 80,471
| Lease liabilities | - | 183 | 548 | 1,250 | 1,981
| Trade and other payable | - | 12,138 | - | - | 12,138
| Other financial liabilities | - | 70,259 | - | - | 70,259
| Total 2025 | 80,471 | 82,580 | 548 | 1,250 | 164,849
|  | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | Total funds
|  | 2024 | 2024 | 2024 | 2024 | 2024
|  | $000 | $000 | $000 | $000 | $000
| Amounts due to group undertakings | 66,872 | - | - | - | 66,872
| Lease liabilities | - | 204 | 612 | 733 | 1,549
| Trade and other payable | - | 12,338 | - | - | 12,338
| Other financial liabilities | - | 41,182 | - | - | 41,182
| Total 2024 | 66,872 | 53,724 | 612 | 733 | 121,941
| Capital management
For the purpose of the Group's capital management, capital includes issued capital, and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group's capital management policy is to maximise shareholder value. The Group reviews its capital structure in the light of changes in economic conditions, advances received from its ultimate parent undertaking and overall Group performance. No changes were made in the objectives, policies or processes for managing capital during both periods presented. Page 54
BURNS & MCDONNELL ENTERPRISES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
21. | Related party transactions
During the years ended 31 December 2025 and 2024, the Group entered into transactions, in the ordinary course of business, with certain group undertakings. The group undertakings involved are Burns & McDonnell Global, Inc., Burns & McDonnell Engineering Co. Inc., Burns & McDonnell Europe (UK) Limited, Burns & McDonnell Engineering S.A. de C. V., Burns & McDonnell Services S.A. de C.V., Burns & McDonnell South America (Chile) SpA and Burns & McDonnell Asia (Philippines), Inc. These Companies are related by way of common control. The transactions entered into, and trading balances outstanding at 31 December 2025 and 2024 relating to funding arrangements between the group undertakings are as follows:
| Transactions and loans from group undertakings:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Sales to group undertakings | 9,059 | 6,243
| Amounts due from group undertakings | 525 | 744
| Amounts due from group undertakings included in amounts recoverable on long-term contracts | 1,991 | 442
| Purchases from group undertakings | 25,459 | 23,295
| Amounts due to group undertakings | 80,471 | 66,872
| Amounts due to group undertakings included in contract liabilities | 2,795 | 2,161
| Amounts due to group undertakings are unsecured, non-interest bearing and repayable on demand. In connection with the sale of the Group's Philippines subsidiary in 2025, as further discussed in Note 12, Burns & McDonnell Engineering Company, Inc. forgave intercompany debt owed to it by the Philippines entity, which amounted to $3,082,508.
22. | Controlling party
The Company's immediate parent undertaking is Burns & McDonnell Global, Inc., a Company registered in the United States. The Company's ultimate parent undertaking and the largest group for which consolidated financial statements are prepared which include the Company is Burns & McDonnell, Inc., also incorporated in the United States. The consolidated financial statements of the largest group are not publicly available. The smallest group for which consolidated financial statements are prepared is that headed by the Company.
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