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Registered number: 02573801 AFRY MANAGEMENT CONSULTING LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
AFRY MANAGEMENT CONSULTING LIMITED COMPANY INFORMATION
Directors | M Brown (resigned 31 December 2025)
| M Keegan
| D Powlson
| R Sarsfield-Hall (resigned 31 August 2025)
| R Lorenz
Registered number | 02573801
Registered office | King Charles House
| Park End Street
| Oxford
| OX1 1JD
Independent auditor | James Cowper Kreston Audit
| Chartered Accountants and Statutory Auditor
| 201 Cumnor Hill
| Cumnor
| Oxford
| Oxfordshire
| OX2 9PJ
AFRY MANAGEMENT CONSULTING LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditor's Report | 6 - 9
Statement of Comprehensive Income | 10
Balance Sheet | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 - 29
AFRY MANAGEMENT CONSULTING LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The Directors present their strategic report for the year ended 31 December 2025.
Business review
The key performance indicators used by the management in monitoring the Company’s operations are; turnover, operating profit, headcount, utilisation and order stock. During the year turnover from continuing operations decreased by 16% from £36.4 million to £30.7million whilst the operating profit from continuing operations decreased to £1.7m (2024: £3.5m). Profit before tax from continuing operations increased to £6.2m (2024: £3.6m) which incuded a profit on disposal of investments of £4.4m. Net assets of the Company decreased to £11.5m (2024: £12.4m). The average number of staff decreased to 153 during the year (2024: 207) whilst the utilisation percentage (available time spent on client work) decreased to 49% (2024: 51%). The Company’s order stock, being the value of unrecognised revenue on signed contracts, reduced to £5.85m (2024: £6.2m). In the prior year the Company decided to incorporate its existing branch in Spain into a legal company. On 6 November 2023, the Company incorporated a new, fully owned, Spanish subsidiary. The transfer of the assets, liabilities and operations of the existing branch to the newly incorporated subsidiary occurred on 1st January 2025. Consideration for the transfer was satisfied through the issuance of new share capital and the transfer was done at the deemed market value of £3,933,743. As a result, a gain of £4,397,621 is recognised in these financial statements. The former branch has been disclosed under discontinued operations within the financial statements. The Directors do not expect any other significant changes in the business or financial performance in 2026.
Principal risks and uncertainties
The Board is responsible for risk and is responsible for oversight of the risk management process. The Board has considered the principal risks facing the Company and the exposure in relation to each of those risks. The Company operates within the governance framework of AFRY AB Group. It also has its own established governance framework, with clear terms of reference for the Board and a clear organisation structure, with delegated authorities and responsibilities. There are formal AFRY AB Group compliance and internal audit functions. These departments conduct monitoring of various business areas and control procedures. Any issues of significance are brought to the attention of the Board. Planned corrective actions are independently monitored for timely completion and reviewed by the Board. The financial instruments of the Company comprise cash, short term debtors and creditors, and equity shares. Page 1
AFRY MANAGEMENT CONSULTING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Risk Management is an integral part of AFRY AB Group’s business management and internal controls framework. The aim of risk management is to enable achievement of strategic and financial objectives and targets in a controlled manner. AFRY AB Group’s risk management consists of co ordinated set of activities to identify, evaluate, treat and control all major risk areas of the AFRY AB Group in a systematic and proactive manner. Risks are addressed in accordance with the following major risk categories – external risks and internal risks identified as strategic risks, operational risks and financial risks. Exposure to project, credit, market, foreign currency and liquidity risk arises in the normal course of business. Price risk is not considered to be a significant factor due to the relatively short term nature. This report was approved by the board and signed on its behalf.
M Keegan Director
Date: 5 August 2026
Page 2
AFRY MANAGEMENT CONSULTING LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements for the year ended 31 December 2025.
Principal activity
The Company is principally engaged in the provision of a wide range of policy, strategic, regulatory, economic and commercial advice to the energy and bio-based industry sectors. The Company operates from its UK registered office and also from branches in Colombia and Abu Dhabi.
Results and dividends
The profit for the year, after taxation, amounted to £5,688,131 (2024 - £4,493,631). The Directors do not recommend payment of a final dividend (2024: £Nil). During the year dividends of £6,900,000 were paid (2024: £1,200,000).
Directors
The Directors who served during the year were:
M Brown (resigned 31 December 2025)
M Keegan
D Powlson
R Sarsfield-Hall (resigned 31 August 2025)
R Lorenz
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 3
AFRY MANAGEMENT CONSULTING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
Project Risk Project risk is managed through the use of the AFRY Management Consulting Propeller project management system. This systems covers project management from inception to closure, and addresses risk specifically through the mandatory project charter, where identified risks and mitigation actions are recorded and reviewed as the project progresses. Business Risk Business risk centres primarily on issues such as loss of data, poor quality product and loss of staff. IT systems are continually improved to minimise this risk and backups of data are made regularly and off site copies kept. With respect to staff, the Company ensures that remuneration packages are maintained as competitive in the market place, that staff training and development receives the attention and funding required and that staff have a good working environment. Credit Risk Credit risk is the risk that financial loss arises from the failure of a customer or counterparty to meet its obligations under a contract. The Company's only credit exposure is to debtors, which are frequently monitored for size and age. The balances with other companies within the AFRY Group have minimal credit risk. The nature of the Company's business and counterparties means that it is not exposed to significant credit risk. This is because its receivables are mainly short-term trading items or intercompany balances. The Company's exposure to credit risk is represented by the carrying amount of its debtor balances. Market Risk Market risk is the risk that changes in market prices or the level of demand for the Company's services may adversely affect the Company's income and profitability. This risk is managed through a combination of monthly, quarterly and annual reviews of the key performance indicators to quickly identify issues and put in place mitigating actions. Together with the annual strategy process, which looks at the medium and long term market developments. Foreign Currency Risk The Company is exposed to foreign currency risk on services rendered or received which are denominated in a currency other than sterling. This exposure is monitored on an ongoing basis and action is taken to mitigate any specific issues, in conjunction with the AFRY AB Group's treasury department, as and when required. There were open FX contracts as at 31 December 2025 with a net fair value of a net asset of £11,117 (2024: £417). Bank interest on deposits and overdrafts is the only source of interest rate risk exposure. Liquidity Risk The Company's policy throughout the year has been to maintain sufficient liquidity. The Board monitors the level of dividends to the parent. There has been no change to the Company's approach to capital management during the year. The Directors have reviewed the capital and cash positions of the business for the next 12 months and are comfortable that the forecasts, coupled with available support from the parent company should this be required, are adequate to support their assessment that the Company can continue as a going concern. Page 4
AFRY MANAGEMENT CONSULTING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
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'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's auditor is aware of that information.
Auditor
The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
M Keegan Director
Date: 5 August 2026
Page 5
AFRY MANAGEMENT CONSULTING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY MANAGEMENT CONSULTING LIMITED
Opinion
We have audited the financial statements of AFRY Management Consulting Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 6
AFRY MANAGEMENT CONSULTING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY MANAGEMENT CONSULTING LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
AFRY MANAGEMENT CONSULTING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY MANAGEMENT CONSULTING LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increase the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: ∙Enquiry of management and those charged with governance around actual and potential litigation and claim; ∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Page 8
AFRY MANAGEMENT CONSULTING LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY MANAGEMENT CONSULTING LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. James Pitt BA(Hons) BFP FCA (Senior Statutory Auditor) for and on behalf of James Cowper Kreston Audit Chartered Accountants and Statutory Auditor 201 Cumnor Hill Cumnor Oxford Oxfordshire OX2 9PJ 5 August 2026 Page 9
AFRY MANAGEMENT CONSULTING LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| Continuing operations | Discontin'd operations | Total | Continuing operations | Discontinued operations | Total
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024
Note | £ | £ | £ | £ | £ | £
Turnover | 4 | 30,703,466 | - | 30,703,466 | 36,406,862 | 7,396,290 | 43,803,152
Cost of sales |  | (16,031,176) | - | (16,031,176) | (18,919,517) | (1,574,657) | (20,494,174)
Gross profit |  | 14,672,290 | - | 14,672,290 | 17,487,345 | 5,821,633 | 23,308,978
Administrative expenses |  | (12,955,542) | - | (12,955,542) | (13,994,834) | (3,243,743) | (17,238,577)
Operating profit | 5 | 1,716,748 | - | 1,716,748 | 3,492,511 | 2,577,890 | 6,070,401
Profit on disposal of investments |  | 4,397,621 | - | 4,397,621 | - | - | -
Interest receivable and similar income | 9 | 147,606 | - | 147,606 | 129,277 | 52,085 | 181,362
Interest payable and similar expenses |  | 3,689 | - | 3,689 | (2,423) | - | (2,423)
Other finance income |  | (18,470) | - | (18,470) | 337 | - | 337
Profit before tax |  | 6,247,194 | - | 6,247,194 | 3,619,702 | 2,629,975 | 6,249,677
Tax on profit | 10 | (559,063) | - | (559,063) | (1,108,098) | (647,948) | (1,756,046)
Profit for the financial year |  | 5,688,131 | - | 5,688,131 | 2,511,604 | 1,982,027 | 4,493,631
Other comprehensive income for the year |  |  |  |  |  |  |
Currency translation differences |  |  |  | 299,912 |  |  | (164,581)
Other comprehensive income for the year |  |  |  | 299,912 |  |  | (164,581)
Total comprehensive income for the year |  |  |  | 5,988,043 |  |  | 4,329,050
The notes on pages 13 to 29 form part of these financial statements.
Page 10
AFRY MANAGEMENT CONSULTING LIMITED REGISTERED NUMBER: 02573801 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | - |  | 525
Tangible assets | 12 |  | 283,745 |  | 622,363
Investments | 13 |  | 3,933,743 |  | -
|  |  | 4,217,488 |  | 622,888
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 13,730,086 |  | 19,163,660 |
Cash at bank and in hand | 15 | 871,307 |  | 1,248,595 |
|  | 14,601,393 |  | 20,412,255 |
Creditors: amounts falling due within one year | 16 | (7,080,168) |  | (8,302,764) |
Net current assets |  |  | 7,521,225 |  | 12,109,491
Total assets less current liabilities |  |  | 11,738,713 |  | 12,732,379
Provisions for liabilities |  |  |  |  |
Deferred tax | 17 | - |  | (18,217) |
Provisions | 18 | (250,680) |  | (314,172) |
|  |  | (250,680) |  | (332,389)
Net assets |  |  | 11,488,033 |  | 12,399,990
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 162,350 |  | 162,350
Share premium account |  |  | 22,350 |  | 22,350
Revaluation reserve |  |  | - |  | 1,200
Foreign exchange reserve |  |  | 49,154 |  | (250,758)
Profit and loss account |  |  | 11,254,179 |  | 12,464,848
|  |  | 11,488,033 |  | 12,399,990
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
M Keegan
Director
Date: 5 August 2026
The notes on pages 13 to 29 form part of these financial statements. Page 11
AFRY MANAGEMENT CONSULTING LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Revaluation reserve | Foreign exchange reserve | Retained earnings | Total equity
| £ | £ | £ | £ | £ | £
At 1 January 2025 | 162,350 | 22,350 | 1,200 | (250,758) | 12,464,848 | 12,399,990
Profit for the year | - | - | - | - | 5,688,131 | 5,688,131
Currency translation differences | - | - | - | 299,912 | - | 299,912
Dividends | - | - | - | - | (6,900,000) | (6,900,000)
Transfer to/from profit and loss account | - | - | (1,200) | - | 1,200 | -
At 31 December 2025 | 162,350 | 22,350 | - | 49,154 | 11,254,179 | 11,488,033
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Capital redemption reserve | Revaluation reserve | Foreign exchange reserve | Retained earnings | Total equity
| £ | £ | £ | £ | £ | £ | £
At 1 January 2024 | 162,350 | 22,350 | (11,169) | 1,200 | (86,177) | 9,182,386 | 9,270,940
Profit for the year | - | - | - | - | - | 4,493,631 | 4,493,631
Currency translation differences | - | - | - | - | (164,581) | - | (164,581)
Dividends | - | - | - | - | - | (1,200,000) | (1,200,000)
Transfer to/from profit and loss account | - | - | 11,169 | - | - | (11,169) | -
At 31 December 2024 | 162,350 | 22,350 | - | 1,200 | (250,758) | 12,464,848 | 12,399,990
| The notes on pages 13 to 29 form part of these financial statements.
Page 12
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
AFRY Management Consulting Limited is a private company limited by shares and is incorporated and domiciled in England. The address of the registered office is King Charles House, Park End Street, Oxford, Oxfordshire, OX1 1JD. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of AFRY AB as at 31 December 2025 and these financial statements may be obtained from Frösundaleden 2A SE-169 99 Stockholm.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of a parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
| 2.4 | Going concern
The Directors have reviewed the capital and cash positions of the business for the next 12 months and are comfortable that the historical performance, coupled with available support for the parent company should this be required, are adequate to support their assessment that the Company can continue as a going concern. Page 13
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest pound. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 2.6 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 14
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Page 15
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | over length of the lease
|  |  |  | Office furniture and equipment | - | 5 - 8 years
|  |  |  | Computer equipment | - | 3 - 4 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.15 | Cash and cash equivalents
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.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.17 | Provisions for liabilities
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. Increases in provisions are generally charged as an expense to profit or loss. Page 16
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 17
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Other financial instruments Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The Company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
| 2.19 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 18
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events that are believed to reasonable under the circumstances. i) Critical accounting estimates in applying the entity's accounting policies 1. Percentage of completion The Company uses the percentage of completion method to determine the recognition of revenue on projects undertaken. This estimate depends on an accurate assessment of the costs to complete. Project managers, who have adequate and sufficient knowledge of the projects undertaken make these estimates as appropriate. However, the estimates are sensitive to unforeseen deviation from expectations, following which the necessary amendments are made. ii) Critical accounting estimates and assumptions The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. 1. Useful economic lives of tangible fixed assets (Note 12) The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of leasehold improvements, office furniture and computer equipment, and note 2.12 for the useful economic lives for each class of asset. 2. Impairment of fixed asset investments (Note 13) At each reporting date, the Company reviews the carrying value of its fixed asset investments to determine whether there are any indicators that those assets have suffered an impairment. Where such indicators exist, an impairment assessment is performed by comparing the carrying value of the asset to its recoverable amount. The assumptions used in this assessment are inherently uncertain and are based on management’s best estimate of future economic conditions and the performance of the business. Changes in key assumptions, particularly forecast cash flows and discount rates, could lead to material adjustments to the carrying value of fixed assets. As a result, impairment charges may arise in future periods if actual performance differs from the assumptions used. No impairment has been recognised in the current year. 3. Impairment of debtors (Note 14) The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 14 for the net carrying amount of the debtors and associated impairment provision. Page 19
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
In the opinion of the Directors, the Company's activities form a single class of business. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 15,682,574 | 14,399,481
| Rest of Europe | 10,951,366 | 20,720,475
| Rest of the world | 4,069,526 | 8,683,196
|  | 30,703,466 | 43,803,152
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (106,019) | 97,683
| Depreciation | 245,829 | 417,114
| Amortisation | 525 | 900
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 18,750 | 17,100
Page 20
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 12,771,350 | 16,101,971
| Social security costs | 1,435,542 | 1,989,701
| Cost of defined contribution scheme | 759,457 | 788,970
|  | 14,966,349 | 18,880,642
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Consultants | 136 | 190
|  | Office and Management | 17 | 17
|  |  | 153 | 207
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 869,364 | 816,984
| Company contributions to defined contribution pension schemes | 59,312 | 45,962
|  | 928,676 | 862,946
| During the year retirement benefits were accruing to 4 Directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid Director received emoluments (including pension) of £320,173 (2024 - £310,897).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £10,404 (2024 - £11,917).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 147,606 | 181,362
Page 21
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 515,312 | 1,631,274
| Adjustments in respect of previous periods | 84,725 | 182,618
|  | 600,037 | 1,813,892
| Total current tax | 600,037 | 1,813,892
| Deferred tax |  |
| Origination and reversal of timing differences | (40,974) | (57,846)
| Total deferred tax | (40,974) | (57,846)
| Tax on profit | 559,063 | 1,756,046
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 6,247,194 | 6,249,677
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,561,799 | 1,562,419
| Effects of: |  |
| Capital allowances for year in excess of depreciation | 48,233 | 65,763
| Adjustments to tax charge in respect of prior periods | 84,725 | 182,618
| Non-taxable income | (1,094,720) | 3,092
| Re-measurement of deferred tax | (40,974) | (57,846)
| Total tax charge for the year | 559,063 | 1,756,046
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 22
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Intangible assets
|  | Computer software
|  | £
| Cost |
| At 1 January 2025 | 135,062
| At 31 December 2025 | 135,062
| Amortisation |
| At 1 January 2025 | 134,537
| Charge for the year | 525
| At 31 December 2025 | 135,062
| Net book value |
| At 31 December 2025 | -
| At 31 December 2024 | 525
Page 23
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Leasehold Improvements | Office Furniture & Equipment | Computer Equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 1,990,545 | 440,940 | 572,925 | 3,004,410
| Additions | 27,556 | - | 1,048 | 28,604
| Disposal of subsidiary | (330,807) | (22,797) | (13,186) | (366,790)
| At 31 December 2025 | 1,687,294 | 418,143 | 560,787 | 2,666,224
| Depreciation |  |  |  |
| At 1 January 2025 | 1,616,457 | 344,935 | 420,655 | 2,382,047
| Charge for the year | 152,919 | 24,630 | 68,280 | 245,829
| Disposal of subsidiary | (219,071) | (20,008) | (6,318) | (245,397)
| At 31 December 2025 | 1,550,305 | 349,557 | 482,617 | 2,382,479
| Net book value |  |  |  |
| At 31 December 2025 | 136,989 | 68,586 | 78,170 | 283,745
| At 31 December 2024 | 374,088 | 96,005 | 152,270 | 622,363
Page 24
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 3,933,743
| At 31 December 2025 | 3,933,743
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Afry Management Consulting Spain S.L.U | Plaza Marqués de Salamanca, 3-4, Planta 5, 28006 Madrid, Spain | Ordinary | 100%
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,977,595 | 3,424,987
| Amounts owed by group undertakings | 1,822,104 | 7,326,625
| Cash pool account with group undertaking | 3,429,105 | 3,409,835
| Other debtors | 398,477 | 386,327
| Prepayments and accrued income | 525,393 | 354,349
| Amounts recoverable on long term contracts | 4,532,651 | 4,255,677
| Deferred taxation | 22,757 | -
| Financial instruments | 22,004 | 5,860
|  | 13,730,086 | 19,163,660
| Trade debtors are stated after provisions for impairment of £122,400 (2024: £126,483). The amounts owed by group undertakings are unsecured, non-interest bearing, have no fixed date of repayment and are repayable on demand. The cash pool with group undertakings is unsecured, interest bearing, has no fixed date for repayment and is payable on demand. The account pays interest at the one month interbank offering rate based on the relevant currency.
Page 25
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 871,307 | 1,248,595
| The Company operates a cash pool account arrangement where most of its cash balance is held with a third party bank but controlled by the parent company AFRY AB. The balance on this account at 31 December 2025 is receivable £3,429,105 (2024: £3,409,835) which is included in amounts owed by group undertakings.
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 538,495 | 135,063
| Amounts owed to group undertakings | 1,943,929 | 1,926,492
| Corporation tax | (55,263) | 123,092
| Other taxation and social security | 688,728 | 1,177,175
| Other creditors | - | 27,878
| Accruals and deferred income | 3,953,392 | 4,906,984
| Financial instruments | 10,887 | 6,080
|  | 7,080,168 | 8,302,764
| The amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
17. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (18,217) | (76,063)
| Charged to profit or loss | 40,974 | 57,846
| At end of year | 22,757 | (18,217)
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | 22,757 | (18,217)
Page 26
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Provisions
|  | Provisions
|  | £
| At 1 January 2025 | 314,172
| Charged to profit or loss | (63,492)
| At 31 December 2025 | 250,680
| The dilapidation provision relates to an estimate of costs for restoration, repair and redecoration of the Company's leased premises at the termination of the leases in accordance with the terms of the lease agreements. The provision is expected to be released at the end of the years between 2026 and 2028.
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 162,350 (2024 - 162,350) Ordinary shares of £1.00 each | 162,350 | 162,350
Page 27
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Discontinued operations
| In the prior year the Company decided to incorporate its existing branch in Spain into a legal company. On 6 November 2023, the Company incorporated a new, fully owned, Spanish subsidiary. The transfer of the assets, liabilities and operations of the existing branch to the newly incorporated subsidiary occurred on 1st January 2025. Consideration for the transfer was satisfied through the issuance of new share capital and the transfer was done at the deemed market value of £3,933,743 (see note 13). As a result, a gain of £4,397,621 is recognised in these financial statements. The former branch has been disclosed under discontinued operations within the financial statements. This disposal represented an entire geographical area.
|  | £
| Consideration |  | 3,933,743
|  |  | 3,933,743
| Net assets disposed of: |  |
| Tangible fixed assets | 120,656 |
| Debtors | 1,990,920 |
| Creditors | (1,647,698) |
|  |  | (463,878)
| Profit on disposal before tax |  | 4,397,621
|  | £
| Net inflow of cash | -
21. | Pension commitments
The Company operates a defined contribution pension scheme. The pension cost charge represents contributions payable by the Company to the fund and amounted to £759,457 (2024: £788,970). At the year end, outstanding contributions totalled £Nil (2024: £Nil) and are included in accruals.
22. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 712,650 | 640,307
| Later than 1 year and not later than 5 years | 1,876,487 | 1,156,692
|  | 2,589,137 | 1,796,999
Page 28
AFRY MANAGEMENT CONSULTING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Controlling party
AFRY AB is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at 31 December 2025. The consolidated financial statements of this company are available to the public and may be obtained from Frösundaleden 2A SE-169 99 Stockholm.
Page 29