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

Turnover was broadly in line at £40.0m during 2025, down 0.2%. EBITDA turned positive in 2025 at £0.8m, compared with a loss of £0.8m in 2024, driven by business growth and the part-year effect of an operational restructuring programme.

Looking ahead to 2026, turnover is expected to exceed £35m, supported by the strength of the current order book and available new business opportunities. Market conditions remain mixed in the short term, with financial constraints affecting primary customers, including rail infrastructure managers and train operating companies. In the medium term, market conditions are supported by growing investment in major rail projects, alongside the regular programme of renewals and enhancements across the network.

Key infrastructure projects currently in delivery include several projects for Network Rail and Tier 1 contractors, a one-person operation system to support the introduction of a new fleet of trains on the Piccadilly Line of the London Underground network, and a high-capacity fibre, telecoms and train technology project in Merseyside.

The Company's software platform, Monica Hub, continues to grow its market footprint, helping train operators and infrastructure managers deliver safe, reliable journeys for passengers.

The Company's sustainability strategy includes investment in a lower-emission vehicle fleet, an apprenticeship programme and zero waste to landfill.

The process of risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to executive approval and ongoing review by management. Compliance with regulations, legal and ethical standards is a priority for the Company.

Competitive risks

Tenders are reviewed prior to acceptance to identify risk and ensure it is at an acceptable level or can be managed to an acceptable level.

The Company enjoys strong relationships with existing customers and is actively reducing risk by engaging in work with new customers.

Financial risk management

The Company's operations expose it to various financial risks including credit risk, liquidity risk and foreign currency risk.

Liquidity risk

The Company is supported by its immediate and ultimate parent company to maintain a positive net cash position and to ensure that the Company has sufficient liquid resources to meet the operating needs of the business.

Credit risk

The Company's principal financial assets are cash, trade, and other debtors. Debtor balances are monitored very closely on an ongoing basis, with overdue balances subject to regular review. Provision is made for doubtful debts where necessary.

Foreign currency risk

The Company is exposed to currency movements on the Euro. These are generally in respect of components specified by customers and sourced from Eurozone suppliers. The Company considers appropriate hedging where the value of goods sourced is material.

The key performance indicators of the Company are as follows:

     2025         2024

Revenue             £39,991,635        £40,744,720

Gross profit/(loss) percentage     8.9%            7.2%

Operating profit/(loss) percentage 1.6%            (1.8%)

The likely consequences of any decisions in the long term

The Directors discussed proposals for new business opportunities, business improvement initiatives, and capital expenditure. Whilst financial benefit and shareholder return is one of the key decision criteria, the long-term effect on the Company's going concern, the environment, job security for employees, value and service for customers, and fair trading terms with suppliers are all considered too. The Directors recognise their responsibility to act fairly between all stakeholders.

The interests of the Company's employees

The health, safety, and well-being of the Company's employees is the Directors' primary consideration. The Directors recognise that their employees are critical to the Company's success and aim to be a responsible employer and ensure that pay and benefits are fair. The Company seeks to encourage employees to maximise their potential through training and regular performance appraisal.

The need to foster the Company's business relationships with suppliers, customers and others

The Company's engagement with customers and suppliers continues to evolve and improve and the Directors recognise that fostering these relationships along with maintaining the Company's high standards of business conduct is essential for the Company's long-term success. Business Development Managers focus on developing collaborative relationships with the objective of delivering value and innovation to customers. The Company's supply chain professionals regularly communicate with suppliers to maintain fair but competitive prices and to drive innovation.

The impact of the Company's operations on the community and the environment

The Company recognises the importance of its community and environmental matters and seeks to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety, and economic issues. The Company has complied with all applicable legislation and regulations.

The desirability of the Company maintaining a reputation for high standards of business conduct

The Directors review the Company's internal and external policies to ensure they are aligned to best practice and enshrine recent statutory improvements around Anti Bribery, Modern Slavery, and Data Protection (GDPR). The Directors implement processes to ensure a culture of passion, independence, character, and innovation underpinned by robust business ethics and standards.

The need to act fairly as between members of the Company

A minimum of one Director of the Company represents the shareholder to ensure that key business decisions are aligned with the shareholder.

Disabled Persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development, and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee Involvement

The Company's policy is to consult and discuss with employees, through staff councils, and at meetings, matters likely to affect employees' interests. Information about matters of concern to the employees is given through information emails, on site digital screens, notice boards, newsletters, and other reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.

Future Development

The UK government has committed to investing £44 billion to operate, maintain, and renew the rail network across England and Wales. The delay in Control Period 7 (CP7), spanning 2024 to 2029, was slower than expected in 2025. It is now expected to pick up in 2026 as Government investment decisions are firmed up.

Digital transformation will serve as the cornerstone of CP7's major initiatives, particularly through advancements in digital one-person operating systems and cloud-based software solutions. The Company has positioned itself as a key player in this domain, with strategies in place to deliver comprehensive solutions from design to construction.

The Train Control Information System for Merseytravel, continues to be a flagship project targeted for completion in 2027. This project is anticipated to play a pivotal role in unlocking future pipeline opportunities within the rail sector.

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 continued to be the provision of telecommunications and technology related projects and solutions, including the design, installation, and maintenance of mission critical communications and security systems across the rail and wider infrastructure industries.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

On 7 January 2026 the immediate parent company provided a capital contribution to the Company of £1,000,000.

There were no other disclosable events affecting the Company after the reporting date.

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 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 and then apply them consistently;

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

• 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 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.

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 company’s auditor 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 company’s auditor is aware of that information.

The directors acknowledge that the Company has significant net liabilities and net current liabilities. The Company has the support of the immediate and ultimate parent Company and thus the directors continue to assert that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt a going concern basis of accounting in preparing the annual financial statements.

We have audited the financial statements of Alan Dick Communications 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, the 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 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 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.

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 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.

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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Description of the auditor's responsibility for the audit of the financial statements

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

• 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. 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

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 companies.

Alan Dick Communications Limited is a private company limited by shares incorporated in England and Wales. The registered office is 11 Billet Lane, Scunthorpe, South Humberside, England, DN15 9YH.

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.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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 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:

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

• the Company has transferred the significant risks and rewards of ownership to the buyer;

• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the Company will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Revenue recognition on long-term contracts

For fixed price contracts, the stage of completion is determined using the method that most faithfully reflects the performance of the contract. Depending on the nature of the contract, this may be determined by reference to costs incurred as a proportion of the total estimated contract costs or, where considered to provide a more reliable measure of progress, by reference to applications for payment or other appropriate measures of performance. Revenue recognised includes an appropriate proportion of the expected contract profit based on the stage of completion.

For non-fixed price contracts, revenue is recognised on a cost plus agreed margin basis.

Revenue recognised in advance of invoicing is included within amounts recoverable on contracts. Amounts invoiced in advance of the related performance are recognised as deferred income.

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 reliable estimate of useful life cannot be made, the useful life shall not exceed 10 years.

The amortisation charges are posted to administrative expenses in the statement of comprehensive income.

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 credited or charged to profit or loss.

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 recording date.

The depreciation charges are posted to administrative expenses in the statement of comprehensive income.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

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

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

Financial 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 company 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 company after deducting all of its liabilities.

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

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

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

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 finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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 company’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 when the company has 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 leases asset are consumed.

In the application of the company’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.

(i) Revenue recognition

Revenue recognised under long term contract accounting is derived on the basis of degree of completion. For certain contracts this is calculated by reference to the total anticipated costs, for other contracts this is calculated by reference to application for payment as a proxy for the degree of completion. Management determine which method is appropriate on a contract by contract basis as determined by the conditions of that contract and the available information for measurement. Revenue recognised on contracts includes profit at a margin commensurate with the anticipated total profit on each contract.

(ii) Estimates of costs incurred and costs to complete

The costs incurred to date on contracts are measured by reference to work completed. Where at a period end costs are yet to be invoiced, company management accrues those costs by reference to the uninvoiced work performed.

Management estimate costs to complete by using detailed project forecasts which are prepared by operational and commercial teams and include materials, employee costs and subcontractor costs. These forecasts consider actual progress to date on projects, the remaining work to be performed, committed expenditures, expected future cost trends and known project specific risks and contingencies. As projects progress, estimates are reassessed and revised where necessary to reflect the most current information available.

The largest contracts of the Company span multiple accounting years and given the size and complexity of these projects there can be events and conditions in a given year which were unknown at the prior balance sheet date.

(iii) Provisions against amounts recoverable on contracts

Management review amounts recoverable on contracts as defined through measurements of revenue and costs above. Management make provisions against any contract where amounts recoverable are exceeded either due to: the total anticipated costs to complete the contract exceed total revenue, i.e. the contract is anticipated to be loss making, or where anticipated costs to complete have reduced the total margin on a contract below the margin recognised to date.

(iv) Determining the future demand of stock items to calculate a stock provision

The Company assesses inventory at each reporting date for indicators of slow-moving, obsolete or excess stock. The level of provision required is based on management's estimate of the recoverability of inventory, taking into account expected future demand and estimated net realisable values. Given the level of judgement involved in forecasting future sales, actual outcomes may differ from those estimated and could result in a material adjustment to the carrying value of inventory in future periods.

(v)Recoverability of group company debt

In prior years, management had exercised judgement in assessing whether amounts due from subsidiary undertakings were recoverable. This assessment was based on consideration of the financial position, trading performance and future prospects of the relevant subsidiary undertakings. The Company was owed £12,550,730 by its subsidiary, IPS Communications Limited at the year ended 31 December 2022. As the subsidiary ceased trading and had insufficient assets to repay the outstanding balance, the receivable was fully impaired. At 31 December 2025, the receivable continues to be fully provided for and is therefore recognised at £nil. The directors have considered whether any change in circumstances has occurred in the current year that would support a reversal of the impairment and have concluded that none have arisen.

All turnover arose in the United Kingdom.

The whole of the turnover is attributable to the principal activity, as defined in the director's report, of the company.

The Company has not disclosed information in relation to the non-audit fees payable to the auditor on the grounds the Company is of medium size.

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

Their aggregate remuneration comprised:

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

The tax charge in the year is higher than (2024: higher than) the profit or loss in the year at the standard rate.

The future tax charge will be affected by the unrecognised tax losses outlined within the deferred tax note.

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

The Company is a party to a charge with Merseytravel, an executive body of the Liverpool City Region Combined Authority dated 14 June 2024. The charge includes a first fixed charge against the Project Account and the debt represented by it and a negative pledge.

The Company is a party to a charge with The Royal Bank of Scotland dated 23 April 2020. The charge includes full title guarantee on all deposits with the bank.

Amounts owed to group undertakings include £6,021,359 (2024: £6,879,570) owed to Mutares Holding - 25 GmbH, are unsecured, repayable on demand and bear interest at three-month EURIBOR plus 9.40%. Interest totalling £530,424 (2024: £570,163) relating to these intercompany loans was charged to the profit and loss account.

The following are the major deferred tax liabilities and assets recognised by the company:

In addition to the deferred tax asset above, the Company has additional unrecognised tax losses of £48,207,408 (2024: £47,846,601 as restated).

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The amount outstanding for defined pension liabilities at the balance sheet date was £56,085 (2024: £56,806)

Alan Dick Communications Limited has the benefit of a Parent Company Guarantee provided by its ultimate parent, Mutares SE & Co. KGaA, under a Guarantee Agreement dated 14 June 2024. The guarantee relates to a credit facility of up to £9m made available by Mutares Holding 25 GmbH to support the Company. As the inflow of economic benefits from the guarantee is dependent on future events not wholly within the Company's control, no asset has been recognised in the financial statements.

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

On 7 January 2026 the immediate parent company provided a capital contribution to the Company of £1,000,000.

There were no other disclosable events affecting the Company after the reporting date.

In accordance with FRS102 Section 33 'Related Party Disclosures' the company has taken advantage of the exemption to not disclose transactions with the parent company or any wholly owned subsidiary of the group.

During the year the Company incurred expenditure of £600,136 in respect of the gross wages of key management personnel.

The Company is a subsidiary of Mutares Holding-25 AG, a company incorporated in Germany, which is considered to be the Company’s immediate parent undertaking by virtue of it owning 100% of the Company.

The directors consider that Mutares SE & Co KGaA is the ultimate controlling party by virtue of indirectly owning 100% of the Company.