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

The Group had another successful year, growing in all key areas and delivering strong results.

Revenue continues to drive this growth with the demand for fire engineering and consulting services continuing to increase on the back of a combination of regulatory matters, heightened safety awareness, building complexity, new technologies and remediation programmes.

During the year, the Group completed a group reconstruction involving the acquisition of the entire issued share capital of International Fire Investigators and Consultants Limited from Jensen Hughes UK Limited. These results are included in these financial statements using the principles of merger accounting.

The profit for the year before taxation amounted to £6.56m (2024 - £3.51m ). The Group’s key performance indicators are analysed below. These were as follows:

The Group’s operations expose it to a number of business risks and uncertainties. The directors have established processes to identify, evaluate and manage these risks as set out below.

Market and economic conditions

The Group operates in the engineering and consultancy sector and is therefore sensitive to general economic conditions, activity levels and client investment cycles. A downturn in infrastructure or construction markets may reduce demand for the Group’s services.

Customer concentration and revenue risk

The Group’s revenue is derived from contracts with a range of customers. Loss of key contracts, delays in project delivery, or reduced client spending may adversely impact revenue and profitability. The Group mitigates this risk by having a diverse portfolio of clients without placing over reliance on one individual company.

Project delivery and operational risk

The Group undertakes complex projects which may be subject to cost overruns, delays, or technical challenges. Failure to manage projects effectively could impact margins and reputation. Projects are therefore managed in detail to ensure margins are maintained.

Regulatory and compliance risk

The Group operates in a regulated environment and must comply with health and safety, environmental and industry-specific regulations. Non-compliance could result in financial penalties or reputational damage.

People and skills risk

The Group’s performance depends on its ability to attract and retain suitably qualified professional staff. Skills shortages in engineering and consultancy disciplines could constrain growth. The Group is constantly active in recruiting the best talent globally.

Going concern and funding

The Group monitors cash flow and funding requirements in detail to mitigate any risk associated with adverse trading conditions or delays in cash collection. Additionally, the Group has Parent Company backing if required.

Future outlook

The Group has achieved organic growth for many years, despite economic challenges in the industry and wider economy. This is expected to continue with the Group winning new clients and expanding the range of services provided. With the strong backing of the Parent Company and an expanding presence globally through a network of subsidiary companies, the Group is positioned well for future success.

On behalf of the board

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

The principal activity of the company and group continued to be that of Consultant Engineers.

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £2,830,000. The directors do not recommend payment of a further dividend.

JGA Group Limited paid dividends of £2,230,000.

Prior to the group reconstruction, International Fire Investigators and Consultants Limited paid dividends of £600,000 to its immediate parent undertaking, Jensen Hughes UK Limited.

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

The group's operations require continued access to sufficient levels of funding. Our financial risk management objectives are to ensure sufficient working capital and cash flow for the group and to ensure there is sufficient support for its strategy. This is achieved through careful management of our cash resources and obtaining funding, if required, from our parent company. No treasury transactions or derivatives are entered into.

Liquidity risk is the risk that the group is unable to meet its financial obligations as they fall due.The group manages liquidity risk by maintaining adequate cash reserves, preparing regular cash flow forecasts, monitoring working capital requirements and ensuring access to appropriate funding where required.

The directors consider that the group has sufficient resources to meet its liabilities as they fall due.

The group does not have any borrowings other than interest free loans with group entities which it clears in the short term. As such, it is not subject to any significant interest risk.

The group trades largely within the UK and therefore overall exposure to foreign exchange risk is not considered significant.

Credit risk arises primarily from trade receivables. The group manages this risk by undertaking credit checks on new customers, setting appropriate credit limits, monitoring aged receivables and applying impairment provisions and diversifying its customer base where possible.

Expected impairment of receivables is recognised using a provisioning approach based on historical experience and forward-looking information.

The directors consider the group's exposure to credit risk to be limited other than normal industry exposure.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

We have audited the financial statements of JGA Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to Note 1.2 to the financial statements, which describes the group reconstruction undertaken during the year and the application of merger accounting in accordance with FRS 102. As explained in Note 1.2, the acquisition of International Fire Investigators and Consultants Limited has been accounted for using merger accounting. Accordingly, the consolidated financial statements have been prepared as if the companies comprising the Group had always operated as a single economic entity and comparative information has been restated on that basis to include the results, cashflows and net assets of the combining entities for all periods presented. The consolidated balance sheet therefore includes the assets and liabilities of the combining entities at their existing carrying values, including goodwill previously recognised within the transferring group. Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and 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 indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,956,942 (2024 - £2,619,960).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

JGA Group Limited ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is Jtc (Uk) Limited, The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF.

The group consists of JGA 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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

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

Group restructure

During the year the Group completed a group reconstruction involving the acquisition of the entire issued share capital of International Fire Investigators and Consultants Limited from Jensen Hughes UK Limited, an entity under common control. The transaction has been accounted for using merger accounting in accordance with Section 19 of FRS 102. The assets and liabilities of the combining entities are included at their existing book values and no fair value adjustments have been recognised.

International Fire Investigators and Consultants Limited had been acquired by Jensen Hughes UK Limited in 2019 resulting in the recognition of goodwill and related acquisition accounting balances within Jensen Hughes UK Limited group.

In applying merger accounting, these balances have been incorporated into the restructured JGA Group at their existing carrying amounts. No re-measurement to fair value has been undertaken and no additional goodwill has been recognised as a consequence of the restructure.

The consolidated financial statements have been prepared as though the combining entities had always formed part of the Group. Comparative information has therefore been restated to include the results, cash flows and net assets of the combining entities for all periods presented.

Where necessary, adjustments have been made to achieve consistency of accounting policies across the Group.

Acquisition accounting

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company JGA Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of the services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Engineering consulting

Revenue from contracts for the provision of professional services is recognised by reference to the achievement of contractual milestones and deliverables, based on the value attributed to those deliverables in the underlying contracts and proposals.

Fire investigations

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

All goodwill has arisen following the restructure of the JGA Group with the acquisition of International Fire Investigators and Consultants Limited from Jensen Hughes UK Limited. Under merger accounting, goodwill previously recognised within Jensen Hughes UK Limited group has been incorporated into the consolidated financial statements of JGA Group Limited at its existing carrying amount.

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

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

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

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

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

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

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group 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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

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

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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.

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

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

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

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

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

The application of merger accounting requires significant judgement in determining the historical information to be incorporated into the consolidated financial statements and in reconstructing comparative periods. Assets and liabilities of the combining entities, including goodwill recognised as a result of previous acquisitions undertaken, have been included at their existing carrying values. Comparative information has been restated to reflect the results, cash flows and financial position of the combining entities for all periods presented. Management considers that this approach provides the most relevant and reliable representation of the Group's financial performance and position following the reconstruction.

Had acquisition accounting been applied, the Group would have been required to determine the fair value of all identifiable assets acquired and liabilities assumed at the date of the transaction, recognise any resulting fair value adjustments and associated deferred taxation, and calculate goodwill as the excess of consideration transferred over the fair value of the identifiable net assets acquired.

The use of merger accounting therefore has had a significant effect on the amounts reported.

The company trades with a diverse customer base on credit terms and recognises that a proportion of receivables may not be recovered. It reviews its trade debtors regularly and applies a matrix provisioning approach based on their age profile. The bad debt provision is amended as circumstances change with any increase or decrease recognised in the financial statements prospectively. The bad debt provision at the year end was £655,568 (2024 - £707,762).

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

During the year, the group revised its methodology for measuring progress on its revenue contracts.

Previously, revenue was recognised by reference to the proportion of hours incurred relative to total expected hours. Under the revised approach, revenue is recognised by reference to the achievement of contractual milestones and deliverables, based on the value attributed to those deliverables in the underlying contracts and proposals.

The directors consider that this revised method provides a more reliable measure of the stage of completion and better reflects the transfer of services to customers.

In accordance with FRS 102, this change has been treated as a change in accounting estimate and has therefore been applied prospectively. The effect of the change is reflected in the results for the current year.

The accrued income at the year end was £2,821,800 (2024 - £2,923,163) and deferred income £224,426 (2024 - £942,914).

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

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:

Prior to the group reconstruction, International Fire Investigators and Consultants Limited paid dividends of £600,000 (2024 - £400,000) to its immediate parent undertaking, Jensen Hughes UK Limited.

As Jensen Hughes UK Limited is not a member of the reporting group presented following the reconstruction, the dividends do not constitute intra-group distributions for the purposes of the reconstructed group financial statements and have not been eliminated on consolidation.

The dividends remain reflected within the historical movements in equity and therefore reduce the net assets incorporated into the merger-accounted group.

All goodwill has arisen following the restructure of the JGA Group with the acquisition of International Fire Investigators and Consultants Limited from Jensen Hughes UK Limited. Under merger accounting, goodwill previously recognised within Jensen Hughes UK Limited group has been incorporated into the consolidated financial statements of JGA Group Limited at its existing carrying amount.

The transaction itself did not give rise to the recognition of any additional goodwill.

On 19 December 2025, the company acquired the entire issued share capital of International Fire Investigators and Consultants Limited from Jensen Hughes UK Limited, an entity under common control. As the transaction represented a group reconstruction, merger accounting has been applied as detailed in note 1.2 to the financial statements.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

In the prior year "Amounts receivable not yet billed" of £2,386,726 was included within Trade debtors. The comparative figures have been restated to reclassify this to Gross amounts owed by contract customers. These amounts arise as a result of accounting for revenue contracts as the activity progresses over one accounting period into the next, based on the company's right to receive consideration by reference to the work performed at the balance sheet date.

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The group is subject to a claim relating to services provided on a historic development project. The matter remains at a pre-action stage and investigations are ongoing. The directors are currently unable to determine whether any liability will arise or to estimate reliably any potential financial exposure. Accordingly, no provision has been recognised in these financial statements.

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

The Company has taken advantage of the exemption available in Section 33.1a of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertakings of the Group.

The ultimate parent company is Jensen Hughes Holdings Corporation. Group accounts are prepared by Jensen Hughes Holdings Corporation and are available from 3610 Commerce Drive Suite 817, Baltimore, MD 21227, USA.

Application of merger accounting for group reconstruction

On 19 December 2025, the company acquired the entire issued share capital of International Fire Investigators and Consultants Limited ("IFIC") from Jensen Hughes UK Limited, an entity under common control. As the transaction represented a group reconstruction, merger accounting has been applied as detailed in note 1.2 to the financial statements.

The comparative balance sheet now includes the assets and liabilities of International Fire Investigators and Consultants Limited, and the comparative profit and loss account includes the results of International Fire Investigators and Consultants Limited for the full comparative period.

Under merger accounting, goodwill and related acquisition liabilities previously recognised within Jensen Hughes UK Limited group have also been incorporated into the consolidated financial statements of JGA Group Limited at their existing carrying amounts. Goodwill has been amortised for the comparative period in accordance with the assessment of its estimated useful life.

Inter-company group relief arrangements

Following the restructuring, it was identified that Jeremy Gardner Associates Limited had not appropriately accounted for corporation tax group relief. Under the group relief arrangements, Jeremy Gardner Associates Limited was required to reimburse Jensen Hughes UK Limited for the tax benefit received; however, this liability had not been recognised in prior period financial statements.

Accordingly, the prior year comparative figures have been restated to recognise the amount payable to Jensen Hughes UK Limited and the corresponding increase in the corporation tax charge. The impact of these adjustments on the prior year financial statements is set out in the reconciliation below.