The directors present the strategic report for the year ended 31 December 2025 of Tonroe Group Limited ("the Company") and its subsidiaries (together "the Group").

The principal activity of the Group, in the period under review, was that of a technical construction and engineering partner to our clients, specialising in facility design, project management and construction across the Data Centre, Food & Cold Store, Pharmaceutical, Logistics & Airside Logistics, Advanced Manufacturing, Defence and Energy & Renewables sectors.

Business Overview

The Group, herein referred to as "TSL" or "TSL Group", is a leading technical construction and engineering partner operating across EMEA, the Americas and APAC, focusing on design and building contracts for our clients. We are proud to be a partner to some of the world's leading brands, supporting their growth missions by delivering outstanding turnkey projects at speed without compromise on safety and quality.

TSL is committed to creating spaces that enable the fourth industrial revolution, whilst ensuring we leave a positive environmental and social legacy for communities across the world.

Whether we are delivering food facilities to feed our growing populations, data centres to power the digital age, or pharmaceutical facilities providing vital medicines and medical devices. The shareholders, directors and employees of TSL are proud that all projects contribute, in their own way, towards societal progression.

Review of the business

2025 has been another strong year of continued growth for TSL and our results demonstrate the sustained financial strength and resilience of the Group. The Group achieved revenues of £1,193 million (2024: £940 million), with a gross profit of £83.4 million (2024: £66.9 million), a year on year increase of 24%. The Group’s profit after tax for the year amounted to £35.9 million (2024: £31.1 million) – an increase of 15.4%. The Group has carefully managed its working capital during 2025 as turnover has increased, with very strong positive cash inflows of £51.7 million (2024: £63.4 million) in the year. The Group has secured a strong pipeline of projects for 2026, including for a range of major capital projects spanning several years.

TSL continued to deliver on its proven points of difference with safety, quality, schedule and cost efficiency remaining our primary focuses. This year we have continued to strengthen our partnerships with our longstanding clients and a significant level of our business continues to come from these existing international relationships.

TSL further strengthened its position internationally in the data centre sector in 2025. With further highly prestigious data centre projects completed across the UK and Mainland Europe throughout the year, and many more commencing, we are proud to be delivering exceptional digital infrastructure for our valued hyperscale and colocation clients.

We were particularly pleased to be appointed to deliver one of Europe’s largest data centre campuses in Portugal in 2025, which will be the first to use a groundbreaking, highly sustainable seawater cooling system and will see the integration of a range of renewable energy sources. With a strong pipeline of data centre projects confirmed for 2026 and beyond, we will continue to deliver projects with industry-leading programmes and an unwavering commitment to safety and quality.

2025 also saw the Group uphold its long-held reputation as a leader in the logistics sector with further large projects completed for international clients on time and on budget. In particular, this year also saw TSL develop our expertise in complex, automated logistics environments as well as airside logistics projects, including completing a state-of-the-art aircraft engineering hangar for Jet2. This project underscored TSL’s expertise in delivering high-value aviation infrastructure, built to support innovation, efficiency, and client growth.

In line with our plans to extend our work across the automated cold store sector year, we have worked across a range of cold chain logistics facilities across the UK, Mainland Europe and North America with a further pipeline of work for 2026. A number of these projects have been completed for clients we are proud to work with across multiple territories, representing our commitment to building long-term, meaningful partnerships to support our clients’ international expansion.

TSL continues to lead in the food sector and 2025 saw construction begin on the fourth facility at SmartParc SEGRO Derby, a state-of-the-art food park which will provide 2 million sq. ft of dedicated production space for the food industry when fully complete. The fourth project on site is being delivered for a major international food group, who will formally announce their new facility in 2026. We were privileged to host the UK’s Minister of State for Food Security, Dame Angela Eagle DBE MP, at the Park this year, cementing its reputation as an industry-leading cluster for sustainable growth across the food sector.

Building upon our long-held track record in the Advanced Manufacturing sector, TSL continued work on a highly prestigious automotive project in the UK for a leading global brand in 2025, with further work across the growing advanced manufacturing industry secured for 2026. Our capabilities across the Pharmaceutical sector were also strengthened this year with continued work on a major UK facility for an international client.

The Group Board of Directors continue to work together and ensure a strong and sustainable trajectory for all operations of the business both in the UK and internationally. TSL is well established in our international headquarters at Chalfont Park House in Gerrards Cross where we continue to draw-in strong and capable employees across all disciplines.

Above all, TSL remains proud to deliver exceptional buildings for international clients, supporting the expansion strategies of dynamic businesses around the world to drive innovation and growth into 2026 and beyond.

Operational Overview

The UK business saw further growth in 2025 and remains a highly diversified business unit, delivering across a broad range of industrial sectors. We continued to grow our operational teams across all regions of the UK, with live projects spread across the country and regional headquarters in Birmingham, Leeds, Newcastle, Lymm, Glasgow and Belfast. Major project completions in 2025 included two significant projects for Greggs plc, a major robotic fulfilment centre in the North East and a major data centre project in the South East. Our strong pipeline for 2026 includes further work for a number of valued international companies with whom we have established long term partnerships, alongside work for a range of new clients.

TSL has continued to develop its overseas presence in line with the business plan. The international expansion of the Group continues to be driven by the growth of our valued clients and highlights from selected territories of operation are featured below.

In Germany, TSL is well-positioned as a key leader in the Data Centre sector, with two major projects completed in 2025, and excellent progress made across two live projects. A further Data Centre project is set to commence in 2026 with a very strong pipeline of further work for the years ahead.

In Ireland we continued to deliver at pace for several of our valued logistics clients, including the completion of another prestigious glulam timber frame logistics facility. Further project phases on existing logistics campuses will continue into 2026, alongside a Data Centre project. A particularly notable achievement in Ireland this year was receiving a 97.7% BREEAM Outstanding score for a major logistics facility, the highest BREEAM score recorded in Ireland to date for a building of its type. This achievement follows a similar record-breaking BREEAM score achieved in the UK in 2024, and underpins the ethos of our ‘Build Beyond’ ESG strategy, to go above and beyond industry norms and push the boundaries of sustainable construction across our operations.

The Netherlands team completed a large data centre project for a major hyperscale client this year, winning two prestigious client safety awards in the process for outstanding safety standards. Live projects include a major automated logistics facility and a new Data Centre project starting on site in 2026.

In Belgium, TSL was awarded a significant Data Centre project in 2025, building on our record of delivery in the Netherlands. Investment was also made in a new, larger office space in Brussels as we continue to grow our team in Belgium.

The TSL Spain team has continued to achieve excellent progress across a large data centre campus, with further projects across a range of industrial sectors now coming forward. With new offices in Madrid and strong in-country expertise across a range of technical disciplines, TSL remains well-placed to support our clients in this important European market throughout 2026.

In Portugal, work will commence on the aforementioned, internationally significant sea-cooled Data Centre Campus early in 2026, as the country becomes a key hub for digital infrastructure in the coming years. 2025 saw the appointment of a new Chief Operating Officer for Portugal, establishing new offices in Lisbon and growing our in-country team to fulfil key operational and support function roles.

TSL was delighted to have been awarded a major data centre set to start on site in early 2026 and a healthy pipeline of further work coming forward across the country. 2025 also saw the appointment of a new Chief Operating Officer for Austria with broad operational expertise across the TSL group and from previous international roles.

Across the Nordics, TSL’s operations continued to grow throughout 2025 with the award of a data centre project and a strong pipeline of work in place. TSL’s presence across the Nordics will continue to grow throughout 2026, in line with the business development plan.

It was a positive year of operations for the team in Australia, with a number of projects awarded alongside the successful completion of a portfolio of pre-construction services for several clients. The APAC region continues to be an exciting centre of growth for TSL, with offices in both Sydney and Perth now fully operational, and we look forward to further project awards in 2026.

Finally, we have further established our position in North America this year with the appointment of a new Chief Operating Officer for the USA based in TSL’s Dallas office. Looking ahead to 2026, TSL looks forward to supporting the largest ever UK trade delegation to the United States, the Greater Together Los Angeles summit, in May. The Group is proud to be a Presenting Partner to this major event alongside British Airways, American Airlines and PwC.

Our enduring client relationships, aligned through common growth ambitions, have created a strong and sustainable platform for TSL’s continued growth into 2026 and beyond.

Number One: Safety

Safety is always TSL’s number one priority and is delivered without compromise. At the heart of everything we do is the belief that every person working on a TSL site should return home safe and well to their families and loved ones at the end of each day.

We support this commitment through a proactive approach across our own team, irrespective of job role, to ensure that safety remains the first concern and overriding factor in all of our decision-making. We also continue with our constant engagement with supply chain partners on safety and wellbeing, further strengthening our robust global contractor minimum standards throughout 2025 to ensure we stay ahead of potential hazards and safeguard our people and our projects. These standards now include further detailed procedures for electrical safety across all countries of operation.

Our honest reporting culture is applicable to everyone involved in our projects and our well-embedded reporting chains ensure that any safety matters are escalated swiftly, allowing key learnings from individual projects to be shared across the organisation.

We prioritise constant monitoring and system upgrades to prevent incidents and constantly identify opportunities for enhancement. Prior to commencement on site, TSL develops a detailed site-specific safety plan at pre-construction stage, enabling time for all work packages to be reviewed for inherent risks by the collective project team, with risks minimised or eliminated wherever possible. Our proactive approach ensures that we stay ahead of potential hazards, safeguarding our team and our subcontractor partners.

At TSL, safety is everyone’s responsibility and is embedded at the core of how we operate worldwide. Led by our Group EHS Director, our Health & Safety function delivers expert oversight, governance, and hands-on support across our global project portfolio. Dedicated Health & Safety Managers and Advisors are fully integrated into every project team, ensuring rigorous global standards are consistently implemented on site, addressing local risks while driving compliance, continuous improvement, and a strong safety culture across all TSL sites and offices.

TSL has continued to invest in digital technologies to further enhance the security of our sites and the safety of those entering them. We continue to roll out our integrated facial recognition site access control system across our projects to ensure maximum site security and visibility of live site data from a comprehensive dashboard. This allows us to monitor live high-risk activities as well as planning our well-established toolbox talks, training programmes and safety stand up exercises in line with specific upcoming risks on each project according to scheduled construction phases.

EHS Highlights 2025

In addition to our annual programme of International Safety Stand-Ups, and running a range of initiatives to mark European Safety Week, TSL led its own dedicated Safety Week in 2025. From 9th-13th June, 36 different EHS initiatives took place across our sites to promote our ‘Work Safe : Work Smart’ culture onsite, and feed into our ‘Zero is Possible’ mentality. Through a combination of practical workshops and Toolbox Talks our site teams led a range of practical sessions with our valued sub-contractor partners – from MEWP Recovery to Net Rescues and CPR Training.

Looking forward, our 2026 ‘Safety Stand‑Ups’ and ‘International Safety Weeks’ are scheduled ahead of periods where incident and P‑SIF risks historically increase. Using actual performance data, our ‘Incident Risk Heat Curve’ highlights periods when engagement, awareness, and proactive controls are most critical. By planning focused initiatives and structured contractor engagement before these risk peaks, we aim to reinforce safe behaviours, maintain safety momentum, and reduce the likelihood of incidents across all projects.

These company-wide safety stand up events will be supported by each projects targeted ‘90-Day EHS Plan’ that addresses programme-critical and safety critical activities, focusing on known patterns and trends relevant to their project.

2025 also saw the roll out of our ‘Top 5’ Training programme, focusing on the top five causes of fatal injury within the construction sector. This roll out will continue throughout 2026 to ensure that we continue to upskill project teams to mitigate risks on site through these targeted, accredited courses.

We are proud to continue supporting the Lighthouse Club Construction Industry Charity who offer a range of support services to industry professionals with a key focus on individual wellbeing. The Lighthouse Club regularly visit TSL sites as part of their ‘Make it Visible’ tour and continued to do so throughout this year. The tour seeks to make the support offered by the charity more visible, communicating the help and support available to construction industry professionals. We look forward to hosting further visits from the charity in 2026.

EHS Awards and Accreditations

TSL were proud to receive a third RoSPA President’s Award for outstanding health and safety performance over a period of 13 years. This prestigious award is only given once 10 or more consecutive Gold Medal Awards have been achieved over a decade, and represents our continued commitment to health and safety excellence.

TSL was also pleased to successfully renew the Alcumus SafeContractor SSIP, CDM & CSR Accreditations. We also retained the Achilles Building Confidence SSIP and Achilles Technology certification in addition to successfully passing the Achilles 1-day Common Assessment Standard (CAS) audit conducted by Achilles external auditors.

Additionally, TSL has successfully retained its ConstructionLine SSIP Gold status, social value certification and “Once For All” SSIP certification (Formerly Acclaim).

The Avetta SSIP accreditation was also successfully renewed with additional audits to increase its international scope.

Following an 8-day recertification audit by two UKAS accredited auditors in December 2025, TSL successfully completed the three yearly recertification audit for the ISO 45001, 14001 & 9001 standards and increased the scope across more territories of operation.

The TSL OSHA HighWire annual renewal was successfully completed with the scope increased to a Global coverage.

Comprehensive Approach to Quality

At TSL, quality is not just a function - it is one of the core foundations of our business. We are driven by a clear mission: to deliver excellence by consistently exceeding client expectations, upholding the highest industry standards, and cultivating a culture of continuous improvement across all levels of the organisation.

Over the past year, we have continued to strengthen our quality framework, including through the roll-out of technical quality training sessions led by our International Head of Quality and external specialist consultants. This structured approach ensures quality assurance is built into every stage of the project lifecycle, from early design through to commissioning and handover.

Our investment in digital transformation has elevated our ability to manage quality at scale. By leveraging web-based platforms, advanced surveying technology, and real-time reporting tools, we offer digital inspection roadmaps, proactive issue tracking, clash detection, and seamless data sharing. These capabilities enable early risk identification, support informed decision-making, and ensure full construction compliance.

We also continue to refine our approach to supply chain management, working with trusted partners who align with our values and standards. Ongoing evaluation and performance monitoring allow us to mitigate risk, maintain quality, and ensure the reliability of delivery throughout the supply chain.

Our commitment to quality is underpinned by the key principles of safety, reliability, regulatory compliance, rigorous commissioning, comprehensive training, and a relentless focus on improvement. These pillars ensure that every project we deliver sets a benchmark for excellence in performance, resilience, and long-term value.

Systems and Continuous Improvement

We continue to recognise the ongoing significance of Continuous Improvement in maintaining the Group’s competitive edge and our well-embedded ‘Lessons Learned’ programme incentivises members of the team to submit all ideas for process improvements across the business.

We have made significant investment in our internal systems capabilities throughout 2025, including the further development of robust cybersecurity infrastructure.

TSL Team

We are proud of the people who have helped to shape TSL, many of whom have been with us for many years. Through their dedication, commitment and close work with our supply chain partners, TSL continues to deliver beyond expectations.

TSL place a great deal of emphasis on looking after our people who are the 'heart' of the TSL family. Further details of how we have strengthened the processes through which we continue to reward our teams for their valued contributions and collect wide-ranging feedback on our overall offer to our people, can be found in the ESG section below. In addition to this, we made significant investments in our international office facilities throughout 2025, including our group head office at Chalfont Park House, Buckinghamshire. We also continue to improve our welfare facilities across our project sites to ensure sites and offices remain high-quality workplaces for our team and supply chain partners. In Spain, this includes investment in new, first-class catering facilities on a large data centre project, with the view to rolling out similar provisions elsewhere.

As the ESG section will detail further, TSL has been pleased to offer a range of internships and work placements to students throughout 2024. Social mobility remains a key focus underpinning our business ethos and we were particularly pleased to offer internships to students from less advantaged background through our continued partnership with the Career Ready charity. We look forward to expanding these crucial opportunities throughout 2025.

It continues to be our ethos to promote from within and we have had several key appointments over the year which has strengthened the Senior Management Team and In-Country Boards of Directors. TSL has also developed strong relationships with leading higher education institutions throughout the year, including including universities in Madrid and Zaragoza, as well as Somerville College, Oxford to ensure a continued flow of graduate talent into the business.

We are proud to have a team representing 57 nationalities across the world and see this diversity of experience and breadth of perspective as a real advantage for our business. We have been pleased to mark many of these national days throughout 2025 with events bringing our teams together. We remain committed to recruiting local talent in each new country of operation, creating opportunities for local people and driving regional economic growth, whilst supporting local apprentices and work experience students on our projects worldwide.

Looking ahead our new, fully-equipped Learning and Development Centre based in Ireland will be formally launched in 2026. This has been designed to encourage collaboration and support continuous professional development. This investment reflects our commitment to fostering an inclusive environment where everyone can thrive, while also strengthening our ability to attract and retain diverse talent. We are also undertaking a review of our teamship principles across the organisation, to further encourage behaviours that make our culture, and that of the construction industry more broadly, more accessible to all.

Clients' Continued Support

TSL prides itself on developing close relationships with our clients. We are privileged to work with some of the world’s leading brands across all of our key areas of operations, and we have a strong track record of working on multiple projects with the same client. This is our preferred way of working, as it leads to genuine long-term partnerships.

Our teams continue to work assiduously to ensure we have a full understanding of each client’s requirements and key drivers and we remain responsive and accessible to client teams on every project. We look forward to more collaborative engagement with our clients throughout 2026 as we seek to reflect further on key learnings from projects as we continue to drive our high standards of safety, quality, schedule and cost efficiency.

We would like to take the opportunity to thank our clients for their continued support and commit to always offering a service above and beyond expectations.

Specialist Subcontractor Partners

TSL has continued to develop its strategy of working even more closely with selected specialist subcontractors who bring an added dimension of knowledge and skills to our business. We continue to develop our national and international supply chain in line with our growth strategy, whilst supporting trusted long-term subcontractor partners to continue their own growth journey with TSL. We would like to thank them for their support and look forward to sustained growth in the future.

We also work in close partnership with architects, engineers, and specialist contractors, delivering critically important specialist skills. We value these relationships highly, and look to work collaboratively with each of them, for mutual benefit.

As the Group continues to expand, we constantly monitor the performance of our supply chain to ensure that we are managing the level of work we award to individual companies and aligning this with their capabilities. This ensures that we remain loyal to our ongoing partners and facilitate the larger projects that we are undertaking.

Our subcontractor selection process remains careful and methodical, balancing the development of local supply chain partners in each country of operation with our strategic, long-term engagement with international supply chain partners. Our subcontractor pre-qualification processes have been further strengthened in 2025 to ensure rigorous international standards for contractor compliance onboarding and worker screening are in place across all countries of operation.

We have also made continued progress in 2025 towards supporting our partners to continue to raise health and safety, environmental and quality standards. TSL will continue our programme of briefing sessions with our partners alongside audits across all three of these core areas to ensure that these standards are consistently upheld. We held our first supply chain conference in the UK in 2025 and will continue to roll out similar in-person and virtual briefings and workshops throughout 2026.

Financial KPls

The following financial KPIs are used to manage and assess the financial performance of the Group:

Turnover - the turnover of the Group is used as a metric to monitor the healthy flow of projects and helps to track growth. The turnover of the Group increased from £940 million in 2024 to £1,193 million in 2025 which was in line with management expectations as a significant proportion of project work was secured ahead of the 2025 financial year.

Gross profit margin - Gross profit margin is used on a project-by-project basis and in totality to assess the Group's performance on projects. The Group focusses on margin enhancement on all projects. The gross profit margin was maintained in 2025 at 7.0% (2024: 7.1%).

Operating profit margin - the Operating profit margin is used to assess the Group's ability to maintain the gross profit margin after administrative expenses and other operating income. Management closely monitor the administrative expenses to ensure costs are effectively managed. During the year, the operating profit margin decreased from 4.5% to 4.0%. This decrease was due to increased admin expenses as a result of investments in systems, people and platforms as part of the Group's ongoing expansion.

Cash generation – the generation of positive cash inflows is used by the Group as a KPI to ensure it can adequately finance its operations and working capital requirements as it expands its trading footprint to its existing and newly established overseas operations. The Group increased its cash position by £52 million during the year (2024: £63 million).

Non-Financial KPIs

The following non-financial KPIs are used to manage and assess the performance of the Group:

• Accident frequency rate (AFR) – The AFR is used to monitor and manage the health and safety of the Group across all projects. The Group has continued to see a positive trend for this KPI during 2025.

• Waste management – Refer to the ‘Materials and Waste Management’ section within the ‘Our Performance’ section of the strategic report.

• Carbon footprint – Refer to the ‘Our Planet’ section within the ‘Our Performance’ section and the ‘Streamlined Energy Carbon Report (SECR)’ section of the strategic report.

• Training hours per employee – Refer to the ‘Our People and Communities’ section within the ‘Our Performance’ section of the strategic report.

Environment Social Governance

With our strategy framework we embark on a journey to construct a legacy that harmonises with the planet and builds a resilient and environmentally conscious foundation for generations to come. We recognise that successful construction projects should not merely meet immediate needs but should also act as catalysts for economic growth, social betterment, and environmental preservation and improvement. At the core of our approach is our steadfast commitment to collaborating with clients and value chain to "build" infrastructure responsibly and "beyond" conventional standards. In line with this vision, we introduced our 'Build Beyond' framework, an approach grounded in three core pillars: Our Planet, Our People, and Our Governance. These pillars reflect our ESG commitments, informed by a double materiality assessment and are aligned with an evolving regulatory landscape.

During the 2025 reporting period, sustainability and ESG priorities were systematically integrated into both project delivery strategies and corporate objectives. This strengthened our capacity to meet increasingly rigorous client expectations around responsible delivery and contributed to the successful securing of new work across key sectors.

In parallel, and in anticipation of evolving regulatory requirements, including the finalisation of the EU Corporate Sustainability Reporting Directive (CSRD) and the wider EU Omnibus proposals, TSL undertook an internally led double materiality assessment rather than waiting for formal confirmation of reporting obligations. This forward-looking exercise enabled the Group to identify and validate the sustainability topics most material to the business from both impact and financial risk perspectives.

The outcome of the assessment affirmed the core themes within our existing strategic framework, providing independent validation that our current priorities across climate, responsible supply chains, workforce development and governance are aligned with the areas of greatest relevance to both our operations and stakeholders.

Our Performance

We have elected to report performance for 2025 in accordance with the structure and commitments of the “Build Beyond” framework to enable easier comparison with future strategic report submissions.

Our Build Beyond Framework

Our Planet

a.    Building Certifications

During 2025, the Group maintained strong performance in sustainable building certifications across its project portfolio. Over the reporting period, 15 BREEAM certifications were achieved across the following grades: six Outstanding, seven Excellent, one Very Good and one Good.

Several projects achieved particularly notable outcomes. A logistics project in Ireland achieved a 97.7% BREEAM Outstanding score, the highest BREEAM score recorded in Ireland to date for a building of its type. In the United Kingdom, a project for a global client achieved a 90.1% Outstanding rating at post-construction stage, alongside an additionally impressive 100% diversion of construction waste from landfill.

Alongside project delivery, we continued to strengthen our internal capability to manage and deliver sustainability certifications. The TSL sustainability team now includes three qualified BREEAM Accredited Professionals (APs), with a further six colleagues currently undertaking training due for completion in 2026.

Looking ahead, the Group has a strong pipeline of projects scheduled for completion in 2026 targeting high standards of BREEAM and LEED certification; this includes several large-scale industrial, logistics and data centre developments across the UK and Europe.

b.    Net Zero Emissions & Energy Efficiency

We continued to advance our net zero transition through a combination of targeted corporate initiatives and project-level interventions aimed at reducing both operational and embodied carbon.

• Corporate initiatives.

During the year, we strengthened the Group’s approach to energy management through a combination of procurement strategy and operational improvements. Strategic agreements were established with our purchasing function covering fuel supply and office energy procurement, enabling more consistent oversight of energy sourcing, pricing and emissions performance across the business. As part of this approach, the electricity supply to our head office facilities was transitioned to energy backed by REGO certificates, materially offsetting the Group’s Scope 2 emissions profile.

In parallel, we progressed Phase 4 of the UK Energy Savings Opportunity Scheme (ESOS), enhancing governance over energy consumption while identifying further opportunities to improve operational efficiency. Fleet emissions remain a priority within Scope 1, with the continued deployment of Lightfoot technology and enhanced fleet monitoring improving driver behaviour, reducing idling and delivering measurable improvements in fuel efficiency.

• Project Delivery

We continue our very strong focus on making a meaningful contribution to our decarbonisation pathway, with targeted design and specification decisions delivering measurable reductions in both operational and embodied carbon. The UK Grimsby development achieved all nine available BREEAM Energy 01 credits and secured an A+ EPC rating, demonstrating exemplary operational energy performance. At Corby, design optimisation and material specification improvements delivered reductions in both embodied and operational carbon, including enhanced material efficiency, use of x-carb steel, glulam frame office structure and the increased use of GGBS within the concrete mix, supported by closer engagement with the supply chain to strengthen the quality and transparency of carbon-related data.

Further evidence of our approach can be seen at the Kettering project, where the Stage 3 tender embodied carbon model estimated 21,998 tCO₂e (761 kgCO₂e/m²). The final as-built model reduced this to 16,775 tCO₂e (581 kgCO₂e/m²), representing a reduction of approximately 5,200 tCO₂e and 180 kgCO₂e/m², equivalent to a 24% reduction in embodied carbon following TSL’s involvement.

Taken together, these outcomes demonstrate how disciplined design management, supply chain engagement and material optimisation are delivering measurable carbon reductions across our projects while strengthening the Group’s overall energy and carbon management capability. This positions the business to respond proactively to tightening regulatory frameworks and increasingly demanding client expectations.

c.    Materials & Waste Management

TSL prioritises efficient material use and responsible waste management across its projects, working closely with design teams and supply chain partners to reduce material consumption, maximise reuse and divert waste from landfill. Environmental performance is supported using Environmental Product Declarations (EPDs) and recognised material certifications, enabling more informed specification decisions and improved visibility of embodied carbon. For client projects, TSL also undertakes Life Cycle Assessments (LCA) and Life Cycle Costing (LCC) to evaluate the environmental and financial implications of material and design choices over the life of the asset.

On a recent project, three existing buildings were carefully dismantled, enabling the reuse of structural components and the repurposing of over 102 tonnes of steel. Additional elements including rafters, roller doors and eaves channels were recovered for reuse, while concrete, brick and tarmac were crushed on site and reused as aggregate. These measures reduced waste generation, minimised the use of virgin materials and supported a more circular approach to construction.

d.    Water Management

Throughout the year, we strengthened our water management controls with a clear focus on risk prevention, asset protection and financial resilience. Effective water management is an environmental priority for TSL and a critical component of construction risk control, reducing the potential for water ingress, system failure, programme disruption and associated insurance exposure.

In 2025, TSL aligned its construction activities with the standards issued by CIREG, the construction insurance risk engineers’ group. CIREG guidance is centred on ensuring that robust mechanisms are in place to prevent loss and water damage, protect installed assets and reduce the likelihood of significant claims. We have applied these standards across two key areas: (i) the use and management of construction sites, including temporary works, drainage controls and monitoring; and (ii) the protection and commissioning of permanent water-related assets installed as part of the works. This alignment strengthens our approach to loss prevention, improves insurability and enhances consistency across projects.

As TSL continues to expand within the data centre sector, we are increasingly operating on sites where historical or adjacent land use presents elevated environmental risk. This has required a higher level of technical oversight, particularly in relation to contaminated land and groundwater management, such as PFAS and hydrocarbon-related risks. In response, we have strengthened both internal controls and specialist supply chain capability to ensure remediation, monitoring and compliance measures are proportionate to site-specific risk.

We also completed a targeted retrofit programme at head office, delivering upgrades to building systems and energy performance. These improvements have significantly reduced energy intensity on a per-employee basis, resulting in a more efficient and lower-emissions working environment.

e.    Biodiversity & Net Gain

Our approach integrates ecological protection and value into site design from the earliest stages, ensuring that development enhances rather than displaces local habitat. In countries such as the United Kingdom, this aligns with evolving planning policy, including the delivery of measurable Biodiversity Net Gain (BNG), embedding ecological enhancement as a core component of project design and land use strategy.

A recent project within a live manufacturing environment demonstrates this approach in practice. A biodiverse green roof was delivered to strengthen on-site habitat provision, designed specifically with consideration for Skylarks and Lapwings, species known to nest on the existing factory roof. The intervention reflects our wider commitment to biophilic design, recognising that integrating natural systems into the built environment supports both ecological resilience and the long-term quality of industrial and logistics developments.

In addition to its biodiversity benefits, the roof performs an important sustainable drainage (SuDS) function. The system absorbs rainfall, slows discharge to local sewer networks and reduces surface water flood risk. The substrate also filters pollutants from runoff, while the vegetated roofscape softens the visual impact of the facility for neighbouring communities and enhances the overall environmental performance of the asset.

f.    Climate Adapatation

We continue to monitor the development of the Carbon Border Adjustment Mechanism (CBAM) ahead of its full implementation in 2026. In line with our TCFD-aligned climate risk framework, we are assessing transition risks associated with carbon pricing and border taxation within the EU market. Given the potential for increased embodied carbon costs across key construction materials, we are reviewing procurement strategies, supplier engagement and project cost assumptions to manage potential financial exposure and ensure resilience within an increasingly carbon-regulated environment.

Alongside regulatory transition risks, we are supporting our data centre clients to respond to physical climate constraints and increasing scrutiny around water consumption, particularly in relation to cooling strategies. In several European jurisdictions, water availability and abstraction limits are becoming a key planning and operational consideration. As a result, we are working with clients during early design stages to evaluate cooling solutions that are appropriate to local climate conditions and water resource constraints, with a growing emphasis on Water Usage Effectiveness (WUE) as a core performance metric. This approach forms part of our broader climate adaptation strategy, ensuring facilities remain viable in regions experiencing increased water stress, tighter environmental permitting requirements and heightened stakeholder scrutiny over resource use.

Our People & Communities

a.    Skills, Education & Apprenticeships

During the year, we continued to strengthen our early talent pipeline through a structured internship and apprenticeship programme across our operations. A total of 20 interns were hosted across the business, alongside eight apprenticeships, with placements ranging from short-term placements to year-long programmes. We also continued to develop partnerships with leading academic institutions, including universities in Madrid and Zaragoza and Somerville College, Oxford. The programme supports the development of future industry talent, strengthening the Group’s internal pipeline, with six interns converting to full-time roles during the year and further conversions planned.

Across the wider workforce, TSL delivered an average of 19 training hours per employee in 2025, including both mandatory compliance training and role-specific qualifications such as Temporary Works Coordination, First Aid at Work and SMSTS. Training requirements are reviewed on an ongoing basis to ensure alignment with operational risk, regulatory obligations and project delivery needs.

To further support workforce development, the Group has invested in establishing a training academy in Ireland, which will serve as the global hub for employee development. The academy will provide structured technical and leadership training, helping to harmonise knowledge across the organisation and reinforce alignment with the Group’s vision and operational standards. The academy launches in 2026.

b.    Communities & Charities

During the financial year, TSL donated £259,000 to charitable and community initiatives across the Group, supporting a range of local organisations and causes. Contributions included community and youth initiatives in Ireland, fundraising in support of Great Ormond Street Hospital in the UK, and employee-led activities such as coffee mornings and bake sales supporting Macmillan Cancer Support. During the year, we also launched a new stakeholder and social value strategy, establishing a clearer framework for how the Group engages with and supports the communities in which it operates.

At project level, this approach delivered measurable outcomes. In the UK, one project example supported 115 local jobs, 15 apprentices (approximately 95 apprentice weeks) and seven individuals not in education, employment or training (NEET) entering the workforce. Teams also delivered 25 hours of school engagement, 68 volunteering hours, and £1,189 in community donations, alongside £3.2 million spent with local SMEs. Across a specific international project, we delivered 201 volunteering hours, created 147 apprentice weeks, and spent £703,000 with local MSMEs, demonstrating how our delivery model translates into tangible employment, skills development and economic contribution within the communities where we operate.

c.    Social Mobility

During the year, TSL was featured as a case study in Purpose Coalition's “Breaking Down Barriers to Construction” campaign, recognising our global work to improve social mobility and widen access to careers in the industry. The campaign highlighted our efforts to engage directly with schools and communities to ensure that individuals from a broad range of backgrounds are aware of, and able to access, opportunities within the construction sector.

In Hull, we partnered with the East Yorkshire Business Skills Hub to host 10 teachers from local schools at our project site. The session provided insight into entry routes, career pathways and the skills required to build a career in construction, equipping educators with practical knowledge they can pass on to students. Contributions from discipline leads across design, project management and sustainability were combined with discussion on the growing role of technology and digital capability within the sector.

By engaging directly with educators and the communities they represent, we aim to strengthen awareness of the industry at an early stage and help ensure that students from all backgrounds are better informed about the range of careers available within construction, supporting greater social mobility and a more diverse future workforce.

d.    Localism

As TSL continues to expand across global markets, our localism model remains central to project delivery. We prioritise engagement with local subcontractors, suppliers and labour, recognising that regional expertise strengthens compliance with local regulatory frameworks, improves programme certainty and supports sustainable economic activity within the communities in which we operate.

During the year, we further formalised our Social Value Strategy, designed to align project delivery with identifiable community needs. Social value plans are now informed by census data and local deprivation indicators, ensuring that employment, procurement and community initiatives are targeted where they can deliver measurable benefit. Local employment, SME participation and skills development remain key pillars of this approach.

e.    Human Rights

During 2025, the Group continued to maintain strong compliance with its human rights and labour standards commitments, consistent with our established governance framework. This performance was evidenced through several independent third-party audits and reviews of our labour management practices across projects and supply chains.

These reviews included direct worker interviews, documentation checks and assessments of subcontractor labour practices, providing external validation that employment conditions, worker protections and site management practices align with both regulatory expectations and the Group’s internal standards.

Alongside this external assurance, TSL completed the design of a global standard for contractor compliance onboarding and worker screening. The framework establishes consistent requirements for supply chain labour verification, worker documentation checks and ethical employment standards across all operations. Continued implementation of this standard will progress during 2026, strengthening oversight of labour practices and ensuring a harmonised approach to human rights compliance across the Group’s projects and supply chain. Quantitative metrics on performance will be established with a view to launch clear Key Performance Indicators.

f.    Diversity & Inclusion

TSL is committed to providing equal opportunities across its workforce, fostering an environment in which individuals can contribute and develop regardless of background. Our approach focuses on creating an inclusive culture where capability and performance are the basis for opportunity and progression.

We promote an open communication culture across the organisation, encouraging individuals at all levels to contribute ideas and challenge constructively. Diverse perspectives strengthen decision-making and improve problem-solving across both projects and corporate functions. Senior leadership maintains regular engagement with teams across offices and sites, reinforcing a culture where feedback is welcomed and collaboration is expected. During the year, the Group also signed the Armed Forces Covenant, formalising our commitment to supporting current and former service personnel and their families through fair employment practices and an inclusive working environment.

Looking ahead, the Group will continue to align its workforce reporting practices with gender pay gap disclosure requirements in relevant legal jurisdictions, supporting transparency and accountability across the organisation.

Our Governance

a.    Disclosure & Reporting

We continue to strengthen the quality and transparency of our regulatory reporting. During the year, we submitted our ESOS action plan progress update and commenced preparations for forthcoming European sustainability regulations, including CSRD and CSDDD, engaging a specialist advisory partner to support the development of our reporting framework and ensure organisational readiness.

To improve the integrity of emissions reporting, travel-related carbon emissions are now captured through the group travel system NAVAN, enhancing the accuracy and consistency of data collection while supporting improvements in internal reporting systems and controls.

Our materiality assessment has also clarified the UN Sustainable Development Goals most closely aligned with our operations, particularly SDG 8 (Decent Work and Economic Growth), SDG 9 (Industry, Innovation and Infrastructure), SDG 11 (Sustainable Cities and Communities), SDG 12 (Responsible Consumption and Production) and SDG 13 (Climate Action). We are now developing a structured programme to better understand, measure and evidence TSL’s contribution to these priorities over the coming years.

b.    Supply Chain Partnerships

TSL recognises that the performance of our projects is closely linked to the capability and standards of our supply chain partners. As a construction management business, we invest significant time and expertise working alongside subcontractors throughout the project lifecycle, providing ongoing technical guidance, compliance oversight and operational coordination. This day-to-day engagement supports safe delivery, improves programme certainty and helps ensure that regulatory, environmental and quality standards are consistently met across our projects.

During the year, we strengthened our subcontractor pre-qualification process through the introduction of a centralised database and online PQQ platform in the EU (SkillCo), providing greater transparency and consistency in how supply chain partners are assessed and approved. The system allows submissions, commentary and supporting documentation to be managed within a single platform, enabling real-time oversight and improved collaboration between commercial, compliance and operational teams.

Alongside assurance, we continue to focus on enabling and upskilling our supply chain partners. Through project briefings, technical workshops, compliance guidance and site-level engagement, TSL teams work closely with subcontractors to strengthen understanding of areas such as health and safety, environmental management, social compliance and sustainability performance. As the Group expands into new markets, PQQ content and supply chain guidance are reviewed and adapted to reflect local statutory requirements and emerging risk themes, ensuring that subcontractors are supported to meet both regulatory obligations and the Group’s operational standards.

c.    Anti Bribery & Corruption

We maintain a zero-tolerance approach to bribery and corruption, supported by ongoing efforts to strengthen awareness and accountability across the business. Anti-Bribery and Corruption (ABC) training is mandatory for all employees and forms part of our onboarding process. Employees in higher-risk roles also undertake enhanced ethics training, covering areas such as fraud prevention and anti-tax evasion, ensuring deeper understanding of financial crime risks.

These standards extend across our supply chain. Our Supplier Code of Conduct is issued with all subcontracts as a contractually binding annex, setting clear expectations on ethical behaviour, compliance and ABC requirements. To reinforce these standards at site level, we deliver toolbox talks and briefings to subcontractors and operatives, outlining expected behaviours and available reporting channels. This helps ensure our ethical standards are clearly understood and consistently applied throughout project delivery.

d.    Cyber & Information Security

TSL has made significant improvements to its cyber security position by strengthening internal controls and enhancing technology investments. These efforts resulted in the Group successfully achieving Cyber Essentials Plus certification, demonstrating its commitment to maintaining robust, independently verified information security standards.

e.    Ethics & Responsibilities

TSL maintains a strong commitment to ethical conduct and responsible business practices, supported by clear governance frameworks and internal controls. During the year, the Group appointed a Group Director for Sustainability and Compliance, elevating these topics to a more strategic level and strengthening oversight at Board and executive level.

Employees and supply chain partners have access to confidential whistleblowing channels, enabling concerns to be raised and investigated appropriately. Our expectations also extend to our supply chain, with the Supplier Code of Conduct issued with all subcontracts, setting out clear standards on ethics, labour practices and regulatory compliance.

Looking ahead to 2026, the Group will increase its focus on internal audit and compliance oversight, providing greater assurance that governance controls and ethical standards are consistently applied across the business.

f.    Management Systems

Our management systems are independently verified and externally recognised, reflecting a structured approach to quality, health, safety, environmental management and supply chain assurance.

In 2025, we received the RoSPA President’s Award for the third consecutive year, marking 13 consecutive Gold Awards and demonstrating sustained excellence in health and safety performance. We also maintained certification to ISO 14001 (Environmental Management) and ISO 45001 (Occupational Health & Safety), ISO 9001 (Quality Management) reinforcing our commitment to robust governance and continual improvement.

During the year, we successfully completed several external audits and recertifications across the Group, including Avetta SSIP (UK, Germany, Spain and Ireland), Avetta Diversity Leader, Achilles Silver and CAS, Constructionline Gold and Social Value, Once for All SSIP, SafeContractor SSIP, Achilles Sustainability 5 Star and Hi-Wire OSHA Gold. These accreditations provide independent assurance that our systems align with recognised industry benchmarks and are consistently applied across our operations.

We also transitioned to a consolidated EcoVadis Group certification, integrating previously separate subsidiary assessments into a single Group-level submission.

Principal Risks and Uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of economic and construction sector risks, which have impacted on material prices, availability of products and labour. The key ongoing business risk and uncertainty relates to client confidence in an economy with high inflation and interest rates.

Due to these challenges we remain in constant dialogue with our clients to ensure we are as realistic as possible with projections and quick to respond to changes in the scope and nature of our work.

The Group’s exposure to credit risk, price risk and liquidity risk are managed as follows:

Credit Risk

The Group undertakes appropriate credit checks on all customers and major suppliers before engaging in a trading relationship.

Price Risk

The Group manages the risk of major supply price change by agreeing fixed pricing ahead of a contract commencing.

Liquidity Risk

The Group manages liquidity risk through regular reviews on all contracts and ensuring each project maintains a cash positive profile throughout the project lifecycle allowing obligations to be met as they fall due.

The Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the Group are appropriately informed by s172 factors.

Through an open and transparent dialogue with our key stakeholders, we have been able to develop a clear understanding of their needs, assess their perspectives and monitor their impact on our strategic ambition and culture. As part of the Board's decision-making process, the Board and its Committees consider the potential impact of decisions on relevant stakeholders whilst also having regard to a number of broader factors, including the impact of the Group’s operations on the environment, responsible business practices and the likely consequences of decisions in the long term.

Illustrations of how s172 factors have been applied by the Board can be found throughout the Strategic Report. For example, for details on how we have considered the impact of the Group’s operations on the environment see the section on Environment and Social Governance; information on how we respond to the changing international market can be found under the Review of Business and International Operations sections; for details on how we have considered the impact of the Group’s operations on our employees see, amongst others, the sections on Healthy and Safety, the TSL Team and Environment and Social Governance; and for growth plan decisions, see the section on Review of Business.

The Strategic Report identifies throughout information relevant to s172 factors and importantly how the Group maintains high standards of business conduct.

The table below and the accompanying narrative summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in accordance with the requirements for a “large” unquoted company, as defined by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Since the previous year’s report, Tonroe Group has continued to expand its international footprint, establishing operations in additional jurisdictions in preparation for future project delivery. As a result, several new TSL entities have been incorporated into the Group’s operational structure and are now included within the reporting boundary for the 2025 reporting period.

SECR Methodology

The reporting period is aligned with the 12 months of the calendar year, reporting January to December (inclusive). The company adopts an operational control approach to defining its organisational boundary; consolidating data across Tonroe Group and its subsidiaries.

The GHG accounting and reporting followed the principles of relevance, completeness, consistency, accuracy, and transparency. These principles are applied when collecting, reviewing, and verifying data before performing the GHG emissions calculations in accordance with the requirements of the following standards.

• World Resources Institute (WRI) Greenhouse Gas (GHG) Protocol Corporate Standard (revised version)

• DEFRA’s Environment Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements, March 2019

• All UK 2025 emissions are calculated using the DEFRA 2025 issue of the conversion factor repository.

• All non-UK scope 1 and 3 emissions (excluding grid energy) used the same conversion factors as the UK business for consistency

• All scope 2 emissions used country-specific conversion factors and market factors stated on billing

The SECR Table

• Tonroe Group aim to report all emissions possible across scopes 1, 2 and 3 where data is in an appropriate format for analysis.

• To ensure transparent reporting we have elected to show which scope 3 categories are not applicable to the business.

• Entries that show “– “indicates that emissions are generated but were not recorded for the inventory.

• Entries that show “0 “confirm that no emissions were created by the source specified.

• Entries that show “N/A” are emission sources that do not apply to the operations and management of the company.

Assumption & Calculations

• UK emissions and energy conversion factors have been used to calculate liquid fuels and transport emissions for all Tonroe subsidiary companies.

• The conversion factors for grid energy from each subsidiary of TSL has been selected for the calculations. Where market rate energy factors are unavailable the location rate factor has been used.

• Business travel emissions use the emission figures calculated by the travel booking system.

• The head office purchases REGO certificates to “offset” the carbon emissions. These are calculated in the market rate emission totals

• Employee commuting kWh data excludes public transportation and solely focuses on commuting via personal motor vehicles.

• Tonroe predominantly leases / rents office space across its international footprint. Where the lease incorporates energy and water bills into the monthly rent Tonroe have not included this data in the SECR statement.

• Expenses data is not included in the SECR submission as the systems and data are not to a standard that allow for accurate reporting

Company Targets

As the Group continues to grow and expand into new markets, establishing a single consolidated net zero target across all three scopes remains challenging. Rapid expansion, the incorporation of new entities and the establishment of offices in advance of project delivery can temporarily increase operational emissions while revenue and project activity develop. As a result, our current approach focuses on targeted, achievable actions that progressively reduce emissions across the Group while maintaining flexibility during this growth phase.

Our immediate priority is the decarbonisation of Scope 2 emissions, which represent a controllable and measurable component of the Group’s operational footprint. Accordingly, TSL has established a Group objective to achieve Net zero emissions across the global Scope 2 GHG inventory by 2030.

Energy Efficiency Measures

• Transition of head office electricity supply to renewable energy backed by REGO certificates, reducing the carbon intensity of purchased electricity.

• Energy efficiency retrofit at head office, including improvements to building systems and operational controls to reduce energy consumption per employee.

• Increased adoption of HVO fuel across construction projects as a lower-carbon alternative to conventional diesel for plant and temporary power generation.

• Deployment of smart, intelligent generators with integrated monitoring systems, enabling improved visibility of site energy use, reduced idling and more efficient generator utilisation.

On behalf of the board

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

The results for the year are set out on page 28.

The profit for the year, after taxation, amounted to £35,896,000 (2024 - £31,085,000).

Interim dividends were paid, amounting to £6,160,000 (2024 - £1,980,000). The Directors do not recommend a final dividend distribution.

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

Details relating to engagement with employees are set out in the 'TSL Team' and ‘Our people and communities’ section of the Strategic Report.

Engagement with suppliers, customers and others

Details relating to engagement with suppliers, customers and others are set out within the Strategic Report.

Disabled employees

The Group is committed to fostering an inclusive workplace and ensuring equal opportunities for individuals with disabilities.

a) We provide full and fair consideration to all applications for employment from disabled persons, ensuring

our recruitment processes are accessible and inclusive.

b) If an employee becomes disabled during their tenure, we strive to support their continued employment by

making reasonable adjustments and providing appropriate training to facilitate their role within the

company.

c) We actively promote the training, career development, and advancement of disabled employees, ensuring

they have access to opportunities for growth and progression within the organisation.

Details relating to future developments are set out within the Strategic Report in the Business Overview and International Operations sections.

The Group made charitable donations in the year amounting to £259,000 (2024: £219,000).

On 31 March 2026, Rockland Concrete (a division of TSL Limited), was sold to Rockland Concrete Limited in a trade and assets deal for fair market consideration. The revenue and gross margin of the Rockland Concrete division included in the 2025 Group results is £20.6m and £2.3m respectively. The directors do not consider this to be an adjusting event for the year ended 31 December 2025.

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be

appropriate for the following reasons.

The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these

financial statements which indicate that, taking account of possible reductions in business operations and of its financial resources, the Group and Company will have sufficient funds to meet its liabilities as they fall due for that period. The going concern basis is based upon existing project works which have been awarded and investments needed to support those projects have been included. The business has long term contracts in place and for the purposes of the going concern review incremental business which has not been awarded is excluded from the forecasts.

Consequently, the Directors are confident the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have prepared the financial statements on a going concern basis.

Auditor

The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

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

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

We have audited the financial statements of Tonroe Group Limited ("the Group") for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and related notes, including the accounting policies in note 1.

In our opinion the financial statements:

• give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit the year then ended;

• have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).

In our evaluation of the directors’ conclusions, we considered the inherent risks to the Group’s business model and analysed how those risks might affect the Group and Company’s financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; and

• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.

Fraud and breaches of laws and regulation - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included :

• Enquiring of directors as to the Group’s high-level policies and procedures to prevent and detect fraud as well as whether they have knowledge of any actual, suspected or alleged fraud.

• Reading Board meeting minutes.

• Considering remuneration incentive schemes and performance targets for management and directors.

• Using analytical procedures to identify any unusual or unexpected relationships.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit .

As required by auditing standards and taking into account possible pressures to meet sales targets, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition due to the nature of revenue recognition which is based on the agreed certificate of completion for each construction project.

We did not identify any additional fraud risks.

We performed procedures including:

• Identifying journal entries and other adjustments to test at the Group level and for selected components based on risk criteria and comparing the identified entries to supporting documentation. These included journal entries with unusual characteristics compared to the total journal population.

Identifying and responding to risks of material misstatement related to compliance with laws and regulations

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

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

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, employment law and environmental legislation, recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and directors’ report

The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

• we have not identified material misstatements in the strategic report and the directors’ report;

• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Under the Companies Act 2006, we are required 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.

We have nothing to report in these respects.

As explained more fully in their statement set out on page 23, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; 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; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

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

The notes on pages 34 to 55 form part of these financial statements.

The notes on pages 34 to 55 form part of these financial statements.

The notes on pages 34 to 55 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The Company's profit for the year was £5,126,000 (2024 - £1,714,000 profit).

Tonroe Group Limited (“the Company”) is a private company, limited by shares, domiciled and incorporated in England and Wales. The registered office is Chalfont Park House, Chalfont Park, Gerrards Cross, Buckinghamshire, SL9 0DZ.

The group consists of Tonroe Group Limited and all of its subsidiaries.

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

The financial statements are prepared in pound sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies.

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings which were group subsidiaries as at 31 December 2025.

The results of all subsidiary undertakings included in the consolidated financial statements are for the full 12 months of 2025 except those incorporated during the year.

The subsidiary undertakings which are included in these consolidated financial statements are:

Subsidiary undertakings as at 1 January 2025:

TSL Ltd (United Kingdom)

TSL Projects Ltd (Ireland)

TSL GmbH (Germany)

TSL BV (Netherlands)

TSL Projects Canada Inc (Canada)

TSL Projects Spain SL (Spain)

TSL SP Zoo (Poland)

TSL Inc (USA)

TSL Projects Australia Pty Ltd (Australia)

TSL IBP Unipessoal LDA (Portugal)

TSL Italy Srl (Italy)

TSL Norway AS (Norway)

TSL FM Ltd (United Kingdom)

TSL Projects SG PTE Ltd (Singapore)

Subsidiary undertakings incorporated during 2025:

TSL BE BV (Belgium)

TSL Austria GmbH (Austria)

TSL Denmark ApS (Denmark)

TSL Sweden AB (Sweden)

TSL Projects France SAS (France)

The financial statements have been prepared on a going concern basis which the Directors consider

to be appropriate for the following reasons.

The Group has net assets of £99.1 million (2024: £67.6 million), net current assets of £116.4 million

(2024: £68.6 million) and made a profit for the year amounting to £35.9 million (2024: £31.1 million).

The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval

of these financial statements which indicate that, taking account of possible reductions in business

operations and of its financial resources, the Group will have sufficient funds to meet its liabilities as

they fall due for that period.

The going concern basis is based upon existing project works which have been awarded and

investments needed to support those projects have been included. The business has long term

contracts in place and for the purposes of the going concern review incremental business which has

not been awarded is excluded from the forecasts.

Consequently, the Directors are confident the Group will have sufficient funds to continue to meet its

liabilities as they fall due for at least 12 months from the date of approval of the financial statements

and have prepared the financial statements on a going concern basis.

Revenue represents works performed by the Group (excluding value added tax) in respect of

goods and services provided in the ordinary course of business. Revenue is recognised once

recoverability is deemed reasonably certain and can be measured reliably. It includes sales of all

invoiced contracts together with the value of work certified on contracts in progress.

The amount of profit attributable to the stage of completion of a long-term contract is recognised

when the outcome of the contract can be foreseen with reasonable certainty. Revenue for such

contracts is stated at the cost appropriate to their stage of completion plus attributable profits less

amounts recognised in previous periods which can include the application of judgement. Provision is

made for any losses as soon as they are foreseen.

Revenue relating to the supply of concrete is recognised when the concrete is delivered to the

customers’ premises or nominated construction site.

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

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

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

The 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.

The freehold property includes land carried at £1,540,000 which is not depreciated.

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

Investment property is carried at fair value determined annually by the directors and derived from comparable real estate in the vicinity of the investment property, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting period end date, the directors review the carrying amounts of 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). Where 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.

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

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

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

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less

costs to complete and sell. The stocks represent prefabricated moulded concrete and related raw

materials.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying

amount is reduced to its selling price less costs to complete and sell. The impairment loss is

recognised immediately in profit or loss

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty

on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no

more than three months from the date of acquisition and that are readily convertible to known

amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank

overdrafts that are repayable on demand and form an integral part of the Group's cash management.

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

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

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

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

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

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

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

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

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

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

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss

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

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

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

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

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

In the application of the accounting policies management have been required to make judgements,

estimates and assumptions. These estimates which relate to the carrying values of assets, liabilities and

long term contracts (as detailed in the accounting policies above), where not readily available from other

sources are based on underlying assumptions and experience. Actual results may differ from these

estimates.

The estimates and assumptions are reviewed on an on-going basis. Recognition of revenue and contract profit is considered a critical accounting estimate. It is based on informed judgements made in respect of the ultimate profitability of a contract. Such estimates are arrived at by assessing the costs and value of work performed to date and to be performed in bringing contracts to completion. These estimates are made by reference to surveys of progress against the construction program, changes in work scope, the contractual terms under which the work is being performed, and the ikely outcome of discussions on claims, costs incurred and external certification of the work performed. Management continually reviews the estimated final profits on contracts and makes adjustments where necessary. The Group has appropriate internal control procedures over the determination of each of the above variables to ensure that profit taken as at the balance sheet date and the extent of future costs to contract completion are reasonably and consistently determined and subject to appropriate review and authorisation.

Sundry income represents recharges of costs initially incurred by the Group for the benefit of related party companies outside of the Group.

During 2025, the Company reappointed KPMG LLP as its registered auditor for the Group consolidated accounts and certain of its subsidiary undertakings for the year ended 31 December 2025.

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

Their aggregate remuneration comprised:

There are no employees directly employed by the Company. The Directors are remunerated through a subsidiary company.

During the year a total of key management personnel compensation of £966,000 (2024 - £675,000) was paid by the Group.

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

Factors that may affect future tax charges

There were no factors that may affect future tax charges

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Subsidiary undertakings

None of the subsidiaries are exempt from audit under the Companies Act 2006 s479A.

All the subsidiaries results above are included in these group accounts and no subsidiary of the Company with ownership >50% is excluded from consolidation.

Each subsidiary is wholly owned by Tonroe Group Ltd which holds 100% of the ordinary shares and exercises control through ownership of voting rights

The 2025 valuations were made by the directors, on an open market value for existing use basis.

If the investment properties had been accounted for under the historic cost accounting rules, the

properties would have been measured as follows:

The difference between purchase price or production cost of stocks and their replacement cost is not material. The movement in the year has been taken to cost of sales.

The amounts receivable within deferred taxation are recoverable in more than one year as each tax attribute unwinds.

Amounts due under hire purchase contracts are secured on the assets to which they relate.

The bank loan is secured by a first legal charge over the Company’s freehold property.

In January 2025, the Company voluntarily repaid the bank loan early in its entirety to discharge the liability in full.

The Group’s bankers hold a fixed and floating charge, in addition to the first legal charge over the Company’s freehold property, on the Group’s present and future assets and undertakings.

There are no lease payments falling due after more than five years. All the amounts above relate to the financing of motor vehicles with no unusual conditions.

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

The Group operates defined contribution pension schemes in certain of the countries in which it operates. The assets of the schemes are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £4,501,000 (2024 - £2,274,000). Contributions totalling £410,000 (2024 - £259,000) were payable to the fund at the balance sheet date and are included in creditors.

At 31 December 2025 the Group and the Company had future minimum lease payments due under noncancellable operating leases for each of the following periods:

During the year £568,000 (2024: £421,000) was recognised as an expense in the profit and loss in respect of operating leases

The Group has taken advantage of the exemption under paragraph 33.1A of the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose transactions with entities held 100% within the Group.

Transactions between Group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the period ended 31 December 2025 the Group traded with related party companies. The total purchases in the period (including work performed on one of the Group's investment properties in the prior year) amounted to £660,000 (2024 - £950,000) and the total sales in the period amounted to £3,134,000 (2024 - £1,542,000).

As at the 31 December 2025 the Group was owed £21,394,000 (2024 - £19,866,000) from connected companies. There are no formal terms of repayment or interest associated with these balances.

On 11 August 2025, Straffan Ltd purchased the entire share capital of Tonroe Group Ltd. The ultimate controlling party for this and the preceding year is deemed to be jointly the Directors Mr M A McDonnell and Mrs J Wild by virtue of their holding of the entire share capital of the Company.

On 31 March 2026, Rockland Concrete (a division of TSL Limited), was sold to Rockland Concrete Limited in a trade and assets deal for fair market consideration. The revenue and gross margin of the Rockland Concrete division included in the 2025 Group results is £20.6m and £2.3m respectively. The directors do not consider this to be an adjusting event for year end 31 December 2025.

The Group has no contingent liabilities to report.

The Group had no capital commitments at 31 December 2025 (2024: Nil).