REGISTERED NUMBER: 13813758 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

INFRASTRUCTURE SERVICE PARTNERS HOLDINGS

LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

C D Brazendale

T R Burks

M W Hammond

REGISTERED OFFICE:

Chapter House Priesthawes Farm

Hailsham Road

Polegate

East Sussex

BN26 6QU

REGISTERED NUMBER:

13813758 (England and Wales)

AUDITORS:

Watson Associates (Audit Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

2025 was marked by another year of strong progress at the group's largest subsidiary PJ Chaffin Limited, where the delivery of the team's strategy to diversify client base and strengthen long term contracted work resulted in turnover growth in excess of 34% and a strongly profitable outcome.

The P J Chaffin team secured a number of significant contracts during the period, with turnover and margins reaching record levels throughout the second half of 2025 and into the first quarter of 2026. Trading performance continues to build on the team's achievements over the past several years and the company's order book puts it on track for a further significant growth year with improved EBITDA and net profit outcome. In order to deliver this growth, the company continues to strengthen its team through recruitment and training whilst investing in technology that helps deliver work safely, to highest levels of quality and compliance with detailed commercial tracking.

As noted in last year's accounts, ETMS Highways Limited entered administration and ceased trading during August 2025. The results for ETMS Highways Limited are set out as discontinued operations within these accounts.

Turnover for the period amounted to £16,789,138, of which £14,286,795 was from continued operations and £2,502,343 from discontinued operations. Profit before tax was £451,138, of which £860,645 was from continued operations, partially offset by a loss of £409,507 from discontinued operations.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a variety of financial risks that include the effects of price risk, credit risk, liquidity risk and interest rate cash flow risk.

The group has in place policies and procedures that seek to limit the potentially adverse effects on the financial performance of the company of such risks. These policies are set by the directors.

The company does not use derivative financial instruments to manage interest rate risks.

Price risk

Due to the market the company operates in, the group is exposed to price risk from its suppliers,

sub-contractors and competitors. The group is able to manage the potential exposure through supplier agreements.

Credit risk

Appropriate credit checks on customers who apply for credit accounts are made prior to contracts being entered into. The amount of any individual customer is subject to a limit and the customer base is made up of very large contractors, utility companies and local authorities. ISP is focussed on reducing risk in its order book by bidding for those contracts it is best placed to deliver on terms that are favourable to the group.

Liquidity risk

Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities. The risk is mitigated via access to loan facilities and the group's own cash balances.

KEY PERFORMANCE INDICATORS

The company manages the business by reference to key performance indicators. Competent management reporting tools are in place to provide essential current, timely reporting in a clear and precise manner.

Key Performance Indicators are year on year turnover growth, gross profit margin %, EBITDA, and EBITDA margin % as set out below:

2025

2024

Growth of turnover (%)

1.8%

34.4%

Gross profit margin (%)

24.9%

25.1%

EBITDA (£   )

1,044.4

517.6

EBITDA (%)

6.2%

3.1%

FUTURE DEVELOPMENTS

The group continues to follow a strategy of profitable growth through winning multi-year contracts in diverse sectors and geographies with an expanding number of blue-chip and governmental clients.

ON BEHALF OF THE BOARD:

T R Burks - Director

10 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

C D Brazendale

T R Burks

M W Hammond

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T R Burks - Director

10 August 2026

Qualified Opinion

We have audited the financial statements of Infrastructure Service Partners Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for qualified opinion paragraph, the

financial statements:

- give a true and fair view of the state of the Group'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 qualified opinion

As disclosed in Note 6, ETMS Highways Ltd entered administration during the year. Following this event the Group no longer had access to all of the underlying accounting records of that company and, as a result, we were unable to obtain sufficient appropriate audit evidence regarding certain elements of the trading results that company for the period prior to its entry into administration.

These financial statements include the results of those entities up to the date of administration, shown as discontinued operations in the consolidated income statement on page 9. We were unable to satisfy ourselves by alternative means concerning the completeness and accuracy of certain revenue transactions included within turnover attributed to discontinued operations in the current year. Consequently we could not determine whether any adjustments might have been necessary to the amounts recognised within the consolidated statement of comprehensive income and the related disclosures.

Our opinion on the financial statements is qualified solely 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

The Company is subject to several laws and regulations where the consequence of non-compliance could have a direct material effect on amounts or disclosures in the financial statements. We identified the following laws and regulations as the most likely to have a direct material effect if non-compliance were to occur:

- FRS102

- Companies Act 2006

- Tax legislation

The Company is subject to many other laws and regulations that do not have a direct effect to the financial statements but are fundamental to the Group's ability to operate or avoid material penalty. These include health and safety, environmental law and the GDPR.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur, by making enquiries of management and those charged with governance. We used internal and external information to corroborate these enquiries and to perform a fraud risk assessment for the group as a whole. We considered the risk of fraud to be higher through the potential for management override of controls and manipulation of accounting estimates.

Audit procedures performed by the engagement team to detect irregularities, including fraud from instances of non-compliance with laws and regulations included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- Challenging assumptions and judgements made by management in it's significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain;

- Consideration of recent correspondence with the companies legal advisors to ensure that it aligned with the

conclusions drawn on obligations recognised in respect of uncertain legal matters;

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or those posted by unexpected users; and

- Testing transactions entered into that are outside of the normal course of the Company's business

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, omission, intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Samuel W Chown FCCA (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

10 August 2026

TURNOVER

14,286,795

2,502,343

16,789,138

Cost of sales

(9,786,549

)

(2,825,590

)

(12,612,139

)

GROSS PROFIT/(LOSS)

4,500,246

(323,247

)

4,176,999

Administrative expenses

(3,435,178

)

(694,853

)

(4,130,031

)

OPERATING PROFIT/(LOSS)

5

1,065,068

(1,018,100

)

46,968

Cost of fundamental reorganisation

6

-

630,878

630,878

1,065,068

(387,222

)

677,846

Interest receivable and similar income

14

-

14

Interest payable and similar expenses

7

(204,437

)

(22,285

)

(226,722

)

PROFIT/(LOSS) BEFORE TAXATION

860,645

(409,507

)

451,138

Tax on profit/(loss)

8

(85,279

)

-

(85,279

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

775,366

(409,507

)

365,859

Profit/(loss) attributable to:

Owners of the parent

365,859

TURNOVER

10,595,215

5,890,451

16,485,666

Cost of sales

(6,930,828

)

(5,408,748

)

(12,339,576

)

GROSS PROFIT

3,664,387

481,703

4,146,090

Administrative expenses

(2,798,396

)

(1,254,464

)

(4,052,860

)

OPERATING PROFIT/(LOSS)

5

865,991

(772,761

)

93,230

Interest receivable and similar income

38

-

38

Interest payable and similar expenses

7

(195,458

)

(38,076

)

(233,534

)

PROFIT/(LOSS) BEFORE TAXATION

670,571

(810,837

)

(140,266

)

Tax on profit/(loss)

8

(169,356

)

62,542

(106,814

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

501,215

(748,295

)

(247,080

)

Profit/(loss) attributable to:

Owners of the parent

(247,080

)

PROFIT/(LOSS) FOR THE YEAR

365,859

(247,080

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

365,859

(247,080

)

Total comprehensive income attributable to:

Owners of the parent

365,859

(247,080

)

FIXED ASSETS

Intangible assets

10

577,285

672,181

Tangible assets

11

794,484

1,063,789

Investments

12

-

-

1,371,769

1,735,970

CURRENT ASSETS

Stocks

13

817,455

663,352

Debtors

14

1,758,829

2,965,355

Cash at bank

970,518

357,584

3,546,802

3,986,291

CREDITORS

Amounts falling due within one year

15

(3,483,902

)

(4,607,694

)

NET CURRENT ASSETS/(LIABILITIES)

62,900

(621,403

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,434,669

1,114,567

CREDITORS

Amounts falling due after more than one year

16

(1,543,762

)

(1,655,880

)

PROVISIONS FOR LIABILITIES

19

(195,704

)

(129,343

)

NET LIABILITIES

(304,797

)

(670,656

)

CAPITAL AND RESERVES

Called up share capital

20

75

75

Retained earnings

21

(304,872

)

(670,731

)

SHAREHOLDERS' FUNDS

(304,797

)

(670,656

)

The financial statements were approved by the Board of Directors and authorised for issue on 10 August 2026 and were signed on its behalf by:

T R Burks - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

957,865

957,865

957,865

957,865

CREDITORS

Amounts falling due within one year

15

(957,890

)

(957,890

)

NET CURRENT LIABILITIES

(957,890

)

(957,890

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(25

)

(25

)

CAPITAL AND RESERVES

Called up share capital

20

75

75

Retained earnings

(100

)

(100

)

SHAREHOLDERS' FUNDS

(25

)

(25

)

Company's loss for the financial year

-

(100

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 10 August 2026 and were signed on its behalf by:

T R Burks - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

75

(423,651

)

(423,576

)

Changes in equity

Total comprehensive income

-

(247,080

)

(247,080

)

Balance at 31 December 2024

75

(670,731

)

(670,656

)

Changes in equity

Total comprehensive income

-

365,859

365,859

Balance at 31 December 2025

75

(304,872

)

(304,797

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

75

-

75

Changes in equity

Total comprehensive income

-

(100

)

(100

)

Balance at 31 December 2024

75

(100

)

(25

)

Changes in equity

Balance at 31 December 2025

75

(100

)

(25

)

Cash flows from operating activities

Cash generated from operations

1

1,152,339

877,844

Interest paid

(168,576

)

(165,020

)

Interest element of hire purchase payments paid

(45,647

)

(56,015

)

Finance costs paid

(12,499

)

(12,499

)

Net cash from operating activities

925,617

644,310

Cash flows from investing activities

Purchase of tangible fixed assets

(130,864

)

(21,282

)

Sale of tangible fixed assets

217,960

13,000

Interest received

14

38

Net cash from investing activities

87,110

(8,244

)

Cash flows from financing activities

Loan repayments in year

(80,000

)

(80,425

)

Capital repayments in year

(319,793

)

(271,927

)

Amount withdrawn by directors

-

(11,288

)

Net cash from financing activities

(399,793

)

(363,640

)

Increase in cash and cash equivalents

612,934

272,426

Cash and cash equivalents at beginning of year

2

357,584

85,158

Cash and cash equivalents at end of year

2

970,518

357,584

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

451,138

(140,266

)

Depreciation charges

366,576

429,775

(Profit)/loss on disposal of fixed assets

(85,717

)

7,474

Exceptional items

(630,878

)

-

Cash Transferred on liquidation

(300

)

-

Finance costs

226,722

233,534

Finance income

(14

)

(38

)

327,527

530,479

Increase in stocks

(154,103

)

(485,733

)

Decrease/(increase) in trade and other debtors

564,239

(750,533

)

Increase in trade and other creditors

414,676

1,583,631

Cash generated from operations

1,152,339

877,844

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

970,518

357,584

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

357,584

85,158

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

Exceptional

non-cash

At 1.1.25

Cash flow

Items

changes

At 31.12.25

£

£

£

£

£

Net cash

Cash at bank

and in hand

357,584

612,934

-

970,518

357,584

612,934

-

970,518

Debt

Finance leases

(761,268

)

319,793

408,247

(522,198

)

(555,426

)

Debts falling due

within 1 year

(130,000

)

-

-

-

(130,000

)

Debts falling due

after 1 year

(1,219,990

)

80,000

-

-

(1,139,990

)

(2,111,258

)

399,793

408,247

(522,198

)

(1,825,416

)

Total

(1,753,674

)

1,012,727

408,247

(522,198

)

(854,898

)

4.	EXCEPTIONAL ITEMS

Exceptional items relate to the cost arising from the administration of ETMS Highways, a breakdown of this balance is available on note 6 of the notes to the financial statements.

1.	STATUTORY INFORMATION

Infrastructure Service Partners Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The directors have considered the impact of the administration of ETMS Highways Limited in August 2025. Although this subsidiary stopped trading after the balance sheet date, the directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis for the group and parent company.

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at he acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company

and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration

received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following

criteria must also be met before revenue is recognised:

Rendering of Services

Revenue from a contract to provide services is recognised in the period in which the services are provided

in accordance with the stage of completion of the contract when all of the following conditions are

satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.