REGISTERED NUMBER: 09937558 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Noviniti Limited

and its subsidiaries

Page

Company information

1

Group strategic report

2

Report of the directors

3

to

4

Report of the independent auditors

5

to

8

Consolidated income statement

9

Consolidated other comprehensive income

10

Consolidated statement of financial position

11

Company statement of financial position

12

Consolidated statement of changes in equity

13

Company statement of changes in equity

14

Consolidated statement of cash flows

15

Notes to the consolidated statement of cash flows

16

Notes to the consolidated financial statements

17

to

29

Directors:

C W E Graham

M S F Hastings

J R Houlston

A R J Clayton

Registered office:

Unit 2

Newby Stables

Newby Hall

Ripon

North Yorkshire

HG4 5AE

Registered number:

09937558 (England and Wales)

Senior statutory auditor:

M A East, FCCA

Auditors:

Sumer Auditco Limited

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

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

The principal activity of the group is the provision of fully funded property development solutions for the public sector. Noviniti acts as the property developer from the design phase through to practical completion. The business does not provide ongoing property management services for its clients.

Review of business

Revenue for the year ended 31 December 2025 was £36.8m which represents an 80% year on year increase. Operating profit increased £1.5m to £1.8m in the year to December 2025.

Principal risks and uncertainties

The business is exposed to a variety of risks and uncertainties which are monitored by the executive team on a regular basis.

Project Slippage

Noviniti's development schemes involve complex legal structures, multiple stakeholders and are situated in live public sector environments. This means that projects are at risk of delay in both the preconstruction and construction phases. Delays negatively impact revenue and gross profit both at a project and group level. Projects are closely managed by senior Noviniti staff members at all stages to minimise the risk of delays.

Contractor Performance

Noviniti's reputation relies on the successful delivery of its schemes by its contracting partners. Noviniti therefore has a robust contractor selection process to ensure projects are completed to a high standard and within budget. All contractors are financially vetted prior to appointment, with regular reviews occurring thereafter.

Funding Market Volatility

The business provides fully funded development solutions and is exposed to movements in the funding market in the preconstruction period. Noviniti closely monitors funding market developments to ensure risks are minimised.

Financial key performance indicators

Operating Margin

£'000

2025

2024

Revenue

36,800.7

20,502.8

Operating Profit

1,807.6

262.7

Operating Margin

4.9%

1.3%

During 2025 the business achieved an operating margin of 4.9% on revenues of £36.8m which was an improvement on the 1.3% achieved on £20.5m revenue in 2024.

On behalf of the board:

A R J Clayton - Director

21 July 2026

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

Principal activity

The principal activity of the group is the provision of fully funded property development solutions for the public sector.

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 W E Graham

M S F Hastings

J R Houlston

A R J Clayton

Disclosure in the strategic report

The directors, in accordance with section 414C (11) of the Company Act 2006 Regulations 2013, have prepared the group's strategic report as required by schedule 7 of Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations as per page 1.

Directors' responsibilities statement

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

A R J Clayton - Director

21 July 2026

Opinion

We have audited the financial statements of Noviniti 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 statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows and Notes to the consolidated statement of cash flows, 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 the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 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 Directors' responsibilities statement set out on page three, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

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

-

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

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including such as the Companies Act 2006 and taxation legislation;

-

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

-

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

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

-

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

-

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

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

-

performed analytical procedures to identify any unusual or expected relationships;

-

tested journal entries to identify unusual transactions;

-

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

-

investigated the rationale behind significant or unusual transactions:

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

-

agreeing financial statements disclosures to underlying supporting documentation:

-

reading the minutes of meetings of those charged with governance;

-

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

-

reviewing correspondence with HMRC.

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 inspections 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 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.

Other matters which we are required to address

The group financial statements for the year ended 31 December 2024 were not audited and accordingly we do not express an opinion on the comparative group figures presented in these financial statements.

The individual financial statements of Noviniti Limited for the year ended 31 December 2024 were audited.

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.

M A East, FCCA (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Bank House

Broad Street

Spalding

Lincolnshire

PE11 1TB

24 July 2026

Turnover

4

36,800,725

20,502,840

Cost of sales

30,340,717

17,550,203

Gross profit

6,460,008

2,952,637

Administrative expenses

4,652,455

2,689,983

Operating profit

6

1,807,553

262,654

Interest receivable and similar income

109,298

256,334

1,916,851

518,988

Interest payable and similar expenses

7

652,805

364,123

Profit before taxation

1,264,046

154,865

Tax on profit

8

317,868

53,335

Profit for the financial year

946,178

101,530

Profit attributable to:

Owners of the parent

946,178

101,530

Profit for the year

946,178

101,530

Other comprehensive income

-

-

Total comprehensive income for the year

946,178

101,530

Total comprehensive income attributable to:

Owners of the parent

946,178

101,530

Fixed assets

Tangible assets

10

27,186

12,980

Investments

11

-

-

27,186

12,980

Current assets

Debtors

12

6,499,298

8,573,909

Cash at bank

3,840,244

799,628

10,339,542

9,373,537

Creditors

Amounts falling due within one year

13

10,037,882

9,034,785

Net current assets

301,660

338,752

Total assets less current liabilities

328,846

351,732

Creditors

Amounts falling due after more than one year

14

(1,396

)

(34,011

)

Provisions for liabilities

18

(6,796

)

(3,245

)

Net assets

320,654

314,476

Capital and reserves

Called up share capital

19

75

91

Share premium

20

149,990

149,990

Capital redemption reserve

20

35

19

Retained earnings

20

170,554

164,376

Shareholders' funds

320,654

314,476

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

A R J Clayton - Director

Fixed assets

Tangible assets

10

27,186

12,980

Investments

11

1,301

1,202

28,487

14,182

Current assets

Debtors

12

2,183,919

1,797,346

Cash at bank

1,293,930

129,305

3,477,849

1,926,651

Creditors

Amounts falling due within one year

13

3,049,199

1,626,252

Net current assets

428,650

300,399

Total assets less current liabilities

457,137

314,581

Creditors

Amounts falling due after more than one year

14

-

(23,177

)

Provisions for liabilities

18

(6,796

)

(3,245

)

Net assets

450,341

288,159

Capital and reserves

Called up share capital

19

75

91

Share premium

20

149,990

149,990

Capital redemption reserve

20

35

19

Retained earnings

20

300,241

138,059

Shareholders' funds

450,341

288,159

Company's profit for the financial year

1,102,182

74,633

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2026 and were signed on its behalf by:

A R J Clayton - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

97

327,846

149,990

13

477,946

Changes in equity

Purchase of own share capital

(6

)

(265,000

)

-

6

(265,000

)

Total comprehensive income

-

101,530

-

-

101,530

Balance at 31 December 2024

91

164,376

149,990

19

314,476

Changes in equity

Purchase of own share capital

(16

)

(940,000

)

-

16

(940,000

)

Total comprehensive income

-

946,178

-

-

946,178

Balance at 31 December 2025

75

170,554

149,990

35

320,654

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

97

328,426

149,990

13

478,526

Changes in equity

Purchase of own share capital

(6

)

(265,000

)

-

6

(265,000

)

Total comprehensive income

-

74,633

-

-

74,633

Balance at 31 December 2024

91

138,059

149,990

19

288,159

Changes in equity

Purchase of own share capital

(16

)

(940,000

)

-

16

(940,000

)

Total comprehensive income

-

1,102,182

-

-

1,102,182

Balance at 31 December 2025

75

300,241

149,990

35

450,341

Cash flows from operating activities

Cash generated from operations

1

7,417,940

(1,830,182

)

Interest paid

(392,747

)

(354,258

)

Finance costs paid

(260,058

)

(9,865

)

Tax paid

(41,806

)

13,310

Net cash from operating activities

6,723,329

(2,180,995

)

Cash flows from investing activities

Purchase of tangible fixed assets

(25,600

)

(4,040

)

Interest received

109,298

256,334

Net cash from investing activities

83,698

252,294

Cash flows from financing activities

Movement in loans with funders

(2,451,859

)

3,176,556

Movement related party loans

(401,954

)

(1,233,645

)

Movement in bank loans

(64,026

)

(64,687

)

Amount introduced by directors

152,434

(13,122

)

Net movement in loans with directors

(61,006

)

(444,577

)

Share buyback

(940,000

)

(265,000

)

Net cash from financing activities

(3,766,411

)

1,155,525

Increase/(decrease) in cash and cash equivalents

3,040,616

(773,176

)

Cash and cash equivalents at beginning of year

2

799,628

1,572,804

Cash and cash equivalents at end of year

2

3,840,244

799,628

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

(Unaudited)

£

£

Profit before taxation

1,264,046

154,865

Depreciation charges

11,394

11,505

Finance costs

652,805

364,123

Finance income

(109,298

)

(256,334

)

1,818,947

274,159

Decrease/(increase) in trade and other debtors

1,983,183

(4,057,281

)

Increase in trade and other creditors

3,615,810

1,952,940

Cash generated from operations

7,417,940

(1,830,182

)

2.	Cash and cash equivalents

The amounts disclosed on the Statement of cash flows in respect of cash and cash equivalents are in respect of these Statement of financial position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

3,840,244

799,628

Year ended 31 December 2024

31.12.24

1.1.24

(Unaudited)

£

£

Cash and cash equivalents

799,628

1,572,804

3.	Analysis of changes in net (debt)/funds

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

799,628

3,040,616

3,840,244

799,628

3,040,616

3,840,244

Debt

Debts falling due within 1 year

(3,800,102

)

2,483,270

(1,316,832

)

Debts falling due after 1 year

(34,011

)

32,615

(1,396

)

(3,834,113

)

2,515,885

(1,318,228

)

Total

(3,034,485

)

5,556,501

2,522,016