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

The Fox Group was formed on 19 September 2024 when several companies were brought under the ownership of Fox Brothers Holdings Limited by way of various share for share exchanges. Stellex Capital Management then acquired a majority stake in the Group with the ambition to quickly develop and grow the business both organically and through acquisition.

The Group’s vision is to be the UK’s leading independent circular construction materials and services group, delivering through its people and enabled by a modern and efficient haulage fleet.

During the period the business has continued to develop with a significant net capital spend. This investment has included new and replacement plant and vehicles to maintain modern, safe, and reliable equipment and to further drive customer service and efficiencies. In addition, the Group has built a new Asphalt facility at its Leyland site, that was formally opened in June 2025 as well as commissioning an extension of the wash plant at its Fulwood site to bring its throughput capacity there to over 700,000t per annum. These investments both broaden the Group’s service offerings and grow its circularity credentials.

On 24 June 2025, the Group undertook its first acquisition, being the road planing business of J Fisher & Sons Limited. This business fits the strategic aims as it is located in the Northwest, has a strong management team, brings immediate synergies to the Group and supplies recycled asphalt planings to the new asphalt facility as well as the external market.

The Group is now the leading independent operator in our chosen markets throughout the Northwest of England and North Wales, with a strong reputation for providing a consistently efficient and reliable service to organisations of any scale.

The breadth of services offered is significant and includes haulage, plant hire, rail, demolition, earthworks, remediation, civils, aggregates and recycling, skip hire, planing, asphalt, surfacing, ready mix concrete and concrete blocks, commercial vehicle hire, and warehousing and logistics. This service offering is a unique selling point to much of the customer base who wish to partner with a business that is both agile and can provide solutions.

The key risks to the Group are considered to be macro-economic conditions, general competition, and compliance with relevant rules and regulations. The Group places significant resources to mitigate these risks as a responsible contractor and employer. The availability of quarries and landfill sites in the region is also a key risk, which is under constant review by the management team.

The Northwest plant hire and earthworks market is highly competitive, so recruitment, training and retention of skilled and experienced employees are key to the Group's success. Health and safety is paramount in our operations, including investment in training, equipment and personal protective equipment.

Financial risk management

The Group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are conducted in sterling.

A significant price risk relates to fluctuations in diesel and energy prices which are closely monitored in order to ensure that these are taken into account when pricing work.

The Group may offer credit terms to its customers which allow payment of the debt after delivery of goods and services. The Group is at risk to the extent that the customer may not be able to pay on the specified due date.

All new customers are reviewed for credit worthiness by the Group's finance team and together with knowledge gained by the directors, all customer debtor balances are actively monitored and managed to keep credit risk to as low a level as possible. The Group has taken steps to credit insure its debts and works closely to monitor movements in credit performance information.

The Group manages its liquidity risk, to ensure it meets its financial obligations as and when they fall due. Cash at bank is closely monitored to ensure that sufficient funds are available. The Group expects to meet its financial obligations through operating cash flows.

Compliance
Compliance will always be a key focus for the Group, whether it is managing its large fleet of plant and vehicles, operating its network of quarries and landfill sites or complying with its statutory and governing body regulations. The Group continues to invest in its people and systems whilst engaging with external professional bodies and stakeholders to ensure the business maintains the high standards it sets.

Subsequent to the year end, the group has made three further acquisitions, which are described in the Directors’ Report. These businesses will add significant scale to the Group, with combined prior year sales of circa £60 million, as well as further opportunities to deliver synergies, circular opportunities and enhanced customer service.

Alongside the existing businesses, this provides the Group with a strong platform to deliver increased growth and operational and financial efficiencies through 2026 and beyond, with the outlook for the sector also being encouraging in the medium to long term.

The Group's key financial and other performance indicators during the year were as follows:

Financial KPIs                 Unit             2025         2024

Turnover                 £'000             74,778        nil

Operating EBITDA             £'000             15,420        nil

LTIFR                                 3.29        nil

Recycled products            mt            1.2        nil

The key performance indicators monitored by the board are Turnover, Earnings before Interest, Taxes, Depreciation and Amortisation and Exceptional Items ("Operating EBITDA"), the safety measure Lost Time Injury Frequency Rate ("LTIFR") and the circularity measure of the tonnage of recycled products produced.

The Directors are satisfied with the performance of the Group during the first trading period of just over 11 months, with the business growing rapidly and demonstrating resilience despite challenging market conditions and continued pressures within the sector.

Turnover, net of intercompany eliminations, was near £75 million and produced an operating EBITDA margin of over 20%.

The LTIFR performance was strong and the Group continues to invest and focus on this area.

The Group has further strengthened its circularity credentials by acquisition and is already on its way to achieving its initial target of 2mt per annum of recycled product sales. Further details on the circularity performance are outlined in the SECR within the Directors’ Report.

The Group had net assets of £97.2 million at the year end.

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

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

Stakeholder engagement

Customers

The Group recognises the importance of maintaining strong and long-standing relationships with its customers. Regular engagement takes place through the Group’s sales and operational teams, providing an ongoing understanding of customer requirements, service expectations and market conditions. Feedback received through these interactions is considered as part of operational and commercial decision-making, with the Group seeking to provide a reliable and responsive service while continuing to develop mutually beneficial customer relationships.

Employees

We are a substantial employer within our area and pride ourselves on a competitive package to our employees. We further offer training and opportunities for career development within our business. Employee wellbeing is very important to the board and we offer regular perks including wellbeing treatments and free uniforms.

Community

As a Group we believe it’s important to support the local community where we can, not just by providing local employment. Our initiatives include a working relationship with the local prison, various sponsorships such as local junior football teams, supporting the delivery of food to local food banks, and providing education in schools for road safety. We are always looking for ways to get involved.

Our operational sites offer community support and forums to allow local voices to be heard so we can actively work together to reduce our impact and ensure safety is paramount.

Environment
The Group has recently invested in state of the art recycling facilities to provide environmentally sustainable solutions. There is an ongoing awareness of the need to protect the environment and continue to make energy efficient improvements to reduce our carbon footprint. Our performance in this area is described in the SECR section of the Directors’ Report.

On behalf of the board

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

The principal activities of the Group during the year were haulage, plant hire, rail, demolition, earthworks, remediation, civils, aggregates and recycling, skip hire, planing, asphalt, surfacing, ready mix concrete and concrete blocks, commercial vehicle hire, and warehousing and logistics.

The principal activity of the Company was that of a holding company.

Business combinations

During the year, the Group completed the acquisition of "The Fox Group" and J. Fisher & Sons Limited as detailed in the "Acquisition of a business" note.

The results for the year are set out on page 12.

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

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

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 within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss with employees at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

On 15 September 2025, the Group acquired 100% of the issued share capital of NMS Civil Engineering Limited, a company engaged in civil engineering and related contracting activities.

On 7 May 2026, the Group acquired 100% of the issued share capital of Moore Readymix Limited, a concrete supplier, and 100% of the issued share capital of DSD Construction Limited, a civil engineering and construction contractor.

These acquisitions have been accounted for as business combinations under Section 19 of FRS 102 and will be consolidated into the Group’s financial statements from the acquisition date. As the acquisitions occurred after the reporting date, the results, assets, and liabilities have not been included in these financial statements. Accordingly, no further disclosures are considered necessary.

Introduction and reporting scope

This is the first year in which Fox Brothers Holdings Limited ("the Group") has reported under the Streamlined Energy and Carbon Reporting (SECR) framework, as required by the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. This report therefore establishes the Group's baseline for energy use and greenhouse gas (GHG) emissions.

The baseline reflects the Group's structure following the acquisition of the majority shareholding by private equity company, Stellex Capital Management on 19 September 2024 and the associated change in group structure.

All energy and emissions data relate to UK operations for the financial year 1 September 2024 to 31 August 2025. J. Fisher & Sons Limited joined the Group on 24 June 2025, and its energy use and emissions are included on a part-year basis from that date to 31 August 2025, consistent with the financial control approach. As this is the first year of reporting, no prior-year comparative figures are presented; future reports will compare against this baseline.

Energy use and greenhouse gas emissions

Emissions are dominated by diesel consumed across the Group's vehicle fleet, plant hire and associated equipment, reflecting the nature of the Group's transport, civil engineering and operational activities. Diesel accounts for approximately 98.9% of the Group's total Scope 1 and 2 emissions.

Methodology
Emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the guidance set out in the UK Government's Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance.

Emissions factors used are the UK Government (DESNZ/DEFRA) 2025 Greenhouse Gas Conversion Factors for Company Reporting. Scope 2 emissions are reported on a location-based method using the UK grid average electricity factor.

Metered gas volumes and transport fuel have been converted to energy (kWh) and emissions using the relevant gross calorific value and fuel factors. The organisational boundary is defined using the financial control approach.

Transport fuel (diesel) has been treated in full as "average biofuel blend" road diesel.

The circular economy at the heart of the Group

A core offering of the Group is circularity. The Group's vertically integrated structure creates material synergies across its businesses, ensuring that material is reused and recycled wherever possible and that the volume of waste sent to landfill is minimised.

Through its wash plant and recycling operations, the Group processes and recovers construction, demolition and excavation materials, returning recycled aggregates and secondary materials back into the supply chain rather than relying on virgin extraction.

This circular model delivers a direct environmental benefit that sits alongside the operational emissions reported above: reduced demand for primary materials, reduced landfill, and reduced transport associated with virgin aggregate supply.

The Group's operations recovered and recycled circa 100,000 tonnes of material per month through its wash plant and recycling facilities throughout the financial year ended 31 August 2025.

During the financial year, the Group took the principal actions to improve energy efficiency and reduce carbon emissions:

1. Fleet renewal — Scania truck fleet replacement. In May 2025, the Group committed to a significant agreement with Scania to replace its entire haulage fleet. By December 2026 it is anticipated that the entire fleet will be under two years old. This programme of new vehicles with improved technology and fuel efficiency is already in progress and is expected to deliver continued reductions in fuel consumption and carbon emissions as it rolls out.

2. Samsara telematics and AI system. In September 2024 the Group made a significant investment in the use of Samsara telematics and AI system. Roll-out across the financial year has delivered material improvements in fleet efficiency and driver behaviour, including:

• A reduction of 1,646 hours of idling time through driver coaching and behavioural interventions;

• Reductions in over-speed events and harsh braking;

• Increased use of cruise control.

Together these behavioural changes have already delivered a 41 tonne reduction in CO₂e during the period.

3. Renewable energy and site assessments. The Group is further exploring solar use across its sites to determine suitability for on-site renewable generation.

4. Accreditation and sustainable logistics. The Group's fleet is FORS accredited. The Group continues to explore multi-modal transportation, moving material in bulk by rail and sea wherever possible to reduce road miles and associated emissions.

5. Alternative fuels and plant. The Group continues to work with original equipment manufacturers (OEMs) to explore alternative fuels and technologies, including hydrogen and electric plant, for future deployment across its operations.

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.

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

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

We have audited the financial statements of Fox Brothers Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group profit and loss account, 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 August 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.

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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or 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.

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

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management did not inform us of any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, relevant tax legislation, compliance with regulations set out within the vehicle operator licence and waste carrier licence, and compliance with health and safety laws.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries in the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to doubtful debt provisions and depreciation methods.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

- Documenting and verifying all significant related party balances and transactions.

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.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,735,754 (2024 - £0 profit).

Fox Brothers Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 11 Neptune Court, Hallam Way, Whitehills Business Park, Blackpool, Lancashire, FY4 5LZ.

The group consists of Fox Brothers Holdings 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 £'000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties. 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.

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 Fox Brothers Holdings 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 August 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 and parent Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

In making this assessment, the Directors have considered the Group’s current trading performance, available funding arrangements, forecast cash flows and compliance with its financial covenants. The Group’s financial forecasts indicate that it is expected to maintain sufficient liquidity and remain within the required covenant levels throughout the forecast period.

The Directors have also considered the Group’s ability to manage its cash resources and, where necessary, take appropriate mitigating actions to protect liquidity.

On the basis of these considerations, the Directors consider that there are no material uncertainties that cast significant doubt on the Group’s and parent Company’s ability to continue as a going concern for the foreseeable future.

Revenue comprises sales of goods or 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 goods or 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.

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

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is 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 to 20 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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Other intangibles mainly represent the cost of void space. The void space is consumed over its useful life based on the progressive filling of the void space.

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:

In addition to the depreciation rates outlined above, where an asset is subject to a Guaranteed Buy-Back (GBB) arrangement, depreciation shall be calculated using the straight-line method over the GBB period, reducing the asset's carrying value to the residual value specified in the GBB agreement.

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.

Other assets primarily represent the cost of mineral reserves. The reserves are depreciated based on the progressive depletion recognised at the end of each reporting period.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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. 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.

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 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, 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 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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 valuation of mineral reserves and void space requires management to apply significant estimates and judgements in determining the recoverable value attributable. The valuation is principally derived from the estimated remaining void capacity, the quantity and quality of mineral reserves available within the sites, and the expected future economic benefits associated with the extraction, sale and utilisation of those resources.

The estimated remaining void capacity and mineral reserves have been determined by reference to specialist valuation work, geological and technical assessments and available site information. Management has applied judgement in assessing the remaining usable capacity of the sites, the quantity of economically recoverable mineral reserves and the extent to which historic assessments remain appropriate at the reporting date.

This assessment takes into account factors including extraction rates, geological conditions, planning and regulatory restrictions and the expected remaining operational life of the sites.

The valuation also incorporates assumptions regarding the expected value recoverable per tonne of remaining landfill capacity and the expected selling prices and volumes of mineral reserves. Assumptions relating to landfill values are based on prevailing tipping charges achieved by the company for comparable material accepted at the site. Assumptions relating to mineral reserves are based on prevailing and expected market prices, historical trading performance, the quality and composition of the reserves, anticipated extraction rates and expected market conditions. Management considers historical pricing, current trading activity and available market information when determining the assumptions applied.

Given the nature of these assumptions, there is inherent estimation uncertainty in the valuation of the sites. Changes in estimated void capacity, the quantity or recoverability of mineral reserves, achievable tipping or selling rates, extraction rates, regulatory requirements, planning restrictions or wider market conditions could result in a material adjustment to the carrying value of the sites in future reporting periods.

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.

The useful economic life of goodwill is estimated based on management's assessment of the period over which the economic benefits arising from the goodwill are expected to be received. This assessment involves judgement and estimation, and changes in the estimated useful economic life could affect the annual amortisation charge and the carrying amount of goodwill.

Depreciation is provided to write down the assets to their residual values over the estimated useful lives as set out in the accounting policies. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives change then depreciation charges and carrying values of fixed assets would change accordingly.

Turnover is shown net of £23,291,000 (2024: £nil) intercompany sales.

All turnover was derived from the United Kingdom.

During the year, the group incurred non-recurring restructuring and severance costs following the acquisition of the group. These costs related to organisational restructuring and operational changes implemented as part of the post-acquisition integration process.

In addition, the group closed a non-core business activity and incurred non-recurring closure and associated restructuring costs.

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

Their aggregate remuneration comprised:

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

Other intangibles mainly represent the cost of void space. The void space is consumed over its useful life based on the progressive filling of the void space.

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

Other assets primarily represent the cost of mineral reserves. The reserves are depreciated based on the progressive depletion recognised at the end of each reporting period.

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

On 8 July 2025 PRF Quarries Limited, a dormant subsidiary undertaking, was dissolved.

The bank and other loans are fixed repayment term loans secured by fixed and floating charges over the property and undertaking of the Group.

The Group has an invoice discounting facility which is secured against the trade receivables to which the facility relates.

The payment-in-kind (PIK) loan is from the immediate parent company. Under the terms of the agreement, interest is not settled in cash but accrues and is added to the principal balance. The loan bears interest at 6.1% above BoE base rate and has a 10 year term.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Finance lease obligations are secured upon the assets to which they relate.

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

The deferred tax liability set out above is expected to reverse within 3 years.

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.

All share classes rank pari passu in all respects, including voting rights and entitlement to dividends and distributions.

On 19 September 2024, the Company allotted 84,429,999 A Ordinary shares, 15,370,000 B Ordinary shares, 70,798,557 C Ordinary shares and 24,437,597 D Ordinary shares of £1 each for non-cash consideration as part of group reorganisation, demerger and share exchange arrangements entered into during the year involving Vehiculis Holdings Ltd and Chain Link Holding Company Limited.

The consideration included the cancellation and extinguishment of shares in Vehiculis Holdings Ltd pursuant to the terms of the demerger agreement dated September 2024.

On the same date, the existing ordinary share capital was redesignated such that the existing ordinary share became an A Ordinary share, 6,104,632 A Ordinary shares were redesignated as E Ordinary shares and 5,033,084 B Ordinary shares were redesignated as A Ordinary shares.

The other reserve arose as a consequence of pre-sale group reorganisation transactions undertaken to establish the Fox Brothers Holdings Limited subgroup. The transactions involved share-for-share exchanges and reconstruction steps completed using gross enterprise valuation methodologies for capital allocation purposes. The reserve therefore reflects reconstruction mechanics arising from group formation and capital reorganisation rather than realised trading losses.

Retained earnings comprise cumulative profit and loss net of distributions to owners.

On 19 September 2024 the Group acquired 100% of the issued capital of a group of companies (together referred to as "The Fox Group"). The acquisition has been accounted for as a single business combination as the entities were acquired as part of one transaction. The business is vertically integrated and management monitors the operations, realises synergies, and assesses performance at this combined level. Consequently, the acquired business is treated as a single cash-generating unit.

The companies acquired were:

• Fox Brothers (Lancashire) Limited

• Fox Brothers (Leyland) Ltd

• Hurt Plant Hire Limited

• Fox Managed Services Limited

• J J O'Grady Limited

• Fox Brothers (Bacup) Limited

• The Bacup Clay Company Limited

• Fox Brothers (Westby) Limited

• Woods Waste Limited

• J. A. Jackson Contractors (Preston) Limited

• J. A. Jackson Contractors (Leyland) Limited

• Jackson Skip & Recycling Limited

On acquisition, mineral reserves and void space are recognised at fair value, together with fair value adjustments to the plant and fleet. Certain existing valuation amounts have been reclassified on consolidation to reflect the Group’s accounting treatment. The depreciation and amortisation policies applicable to these assets are set out in the Group’s accounting policies.

On 24 June 2025 the group acquired 100% of the issued capital of JFS Holdco (2015) Limited, the intermediate parent company of J. Fisher & Sons Limited.

There is a future earnout arrangement for this acquisition that is based on future performance in any 12 month period preceding any liquidity event of the Group. There is no contingent consideration currently recognised for this given the uncertainty over any future event and/or performance improvement.

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:

Amounts contracted for but not provided in the financial statements:

On 15 September 2025, the Group acquired 100% of the issued share capital of NMS Civil Engineering Limited, a company engaged in civil engineering and related contracting activities.

On 7 May 2026, the Group acquired 100% of the issued share capital of Moore Readymix Limited, a concrete supplier, and 100% of the issued share capital of DSD Construction Limited, a civil engineering and construction contractor.

These acquisitions have been accounted for as business combinations under Section 19 of FRS 102 and will be consolidated into the Group’s financial statements from the acquisition date. As the acquisitions occurred after the reporting date, the results, assets, and liabilities have not been included in these financial statements. Accordingly, no further disclosures are considered necessary.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

On 19 September 2024, the ultimate parent company of the group became Stellex Capital Holdings II Luxembourg SARL, a company incorporated in Luxembourg. On the same date, the immediate parent company became Mint Bidco Limited, a company incorporated in Jersey.

Fox Brothers Holdings Limited is the parent of the smallest and largest group for which consolidated accounts are drawn up.

The ultimate controlling party is Stellex Capital Holdings II Luxembourg SARL, a company incorporated in Luxembourg.