REGISTERED NUMBER: 12727756 (England and Wales)

TY DRAIG GROUP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

S P Richings

J M Prichard

T De Le Motte

A Mitchell

Renew Corporate Director Limited

REGISTERED OFFICE:

3125 Thorpe Park

Leeds

LS15 8ZB

REGISTERED NUMBER:

12727756 (England and Wales)

AUDITORS:

Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

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

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of the group during the year and its position at the year end. Our review is consistent with the size and nature of our business and written in the context of the risk and uncertainties we face.

Turnover for UK operations increased from £8,766,518 in 2024 to £12,720,284 in 2025.

The cost of sales also increased from £6,255,906 in 2024 to £9,260,077 in 2025 resulting in a gross profit for the year of £3,460,207 compared with £2,510,612 in the previous year.

The gross profit represents 27.20% of turnover, an decrease of 1.44% from 28.64% in the previous year.

Considering other income, expenditure and finance costs, the group made a net profit for the year before taxation of £1,704,036 compared with a net profit of £1,243,536 in the previous year.

KEY PERFORMANCE INDICATORS

We consider that our key performance indicators are those that communicate the financial performance and

strength of the group as a whole, those being stated below:

2025

2024

Change

Gross profit %

27.20%

28.64%

-1.44%

Profit before tax %

13.40%

14.19%

-0.79%

Current ratio

3.26

2.42

0.84

The profit before tax % has decreased by 0.79% from 14.19% in 2024 to 13.40% in 2025, largely as a result of increased activity.

The company's ability to cover short-term obligations due within 1 year has improved this year with a current ratio of 3.26 for 2025, an increase of 0.84 from 2.42 in 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have considered the principal risks and uncertainties facing the group, which may impact its performance, financial position and future prospects. These risks are kept under regular review and, where appropriate, mitigating actions are in place.

The group operates in complex marine environments where projects are subject to weather conditions, access restrictions and interface with third party stakeholders and principal contractors. These risks are mitigated through detailed project planning, experienced project management and close liaison with clients. Group turnover is spread across a number of sectors water, infrastructure, (highways, rail), energy with a wide spread of clients across public and private sectors.

The group provides engineering solutions in challenging locations which inherently involve management of health, safety and environmental risk. The group maintains robust health, safety and environmental management systems that are certified to the relevant ISO standards, the group employs a skilled workforce of engineers, commercial divers, supervisors, inspectors and technical specialists, it heavily invests in training and competence management and undertakes regular audits and reviews.

Due to the nature of the financial instruments used by the company there is no exposure to price risk.The group's approach to managing other risks applicable to the financial statements concerned is shown below:

In respect of bank balances, liquidity is managed by maintaining sufficient cash balances.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

ON BEHALF OF THE BOARD:

S P Richings - Director

5th August 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of commercial diving services.

DIVIDENDS

Final dividends per share were paid during the year as follows:

Ordinary A £1

£87,000

Ordinary B £1

£75,000

The total distribution of dividends for the year ended 31st December 2025 was £162,000.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

S P Richings , J M Prichard , T De Le Motte , A Mitchell and Renew Corporate Director Limited were appointed as directors after 31st December 2025 but prior to the date of this report.

P R Edwards and J Edwards ceased to be directors after 31st December 2025 but prior to the date of this report.

S P Richings - Director of subsidiary company, Edwards Diving Services Limited.

POLITICAL DONATIONS AND EXPENDITURE

During the year the group made various donations to charity totalling £5,314 (2024: £3,141).

No political donations were made during the year (2024: £nil).

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Green & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S P Richings - Director

5th August 2026

Opinion

We have audited the financial statements of Ty Draig Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Statement of 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 the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31st 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

Limitation of scope

We did not observe the counting of physical stock of the subsidiary, Edwards Diving Services Limited, at 31 December 2024 and 31 December 2025 and are unable to satisfy ourselves by alternative means concerning the opening stock quantities at 31 December 2024 and 31 December 2025, which are included in the balance sheet at £11,500 (2024) and £14,101 (2025), by using other audit procedures.

However, these values are not material to the accounts and therefore no impact on our audit 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 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 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:

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

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

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

* Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on

the financial statements or the operations of the entity through enquiry and inspection;

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

* Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates or indicators of potential bias.

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 comparative figures for the financial year are unaudited as the company was exempt from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

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.

Edwin Gooderham (Senior Statutory Auditor)

for and on behalf of Green & Co

Accountants and Tax Advisors

Pembroke House

Llantarnam Park Way

Cwmbran

Torfaen

NP44 3AU

5th August 2026

TURNOVER

12,720,284

8,766,518

Cost of sales

9,260,077

6,255,906

GROSS PROFIT

3,460,207

2,510,612

Administrative expenses

1,763,264

1,264,277

1,696,943

1,246,335

Other operating income

-

133

OPERATING PROFIT

4

1,696,943

1,246,468

Interest receivable and similar income

10,089

4,094

1,707,032

1,250,562

Interest payable and similar expenses

5

2,996

7,026

PROFIT BEFORE TAXATION

1,704,036

1,243,536

Tax on profit

6

322,530

234,012

PROFIT FOR THE FINANCIAL YEAR

1,381,506

1,009,524

FIXED ASSETS

Intangible assets

10

22,876

32,341

Tangible assets

11

4,225,688

3,842,996

Investments

12

-

-

4,248,564

3,875,337

CURRENT ASSETS

Stocks

13

121,095

41,323

Debtors

14

1,764,978

1,603,757

Investments

15

-

106,548

Cash at bank and in hand

1,563,821

899,904

3,449,894

2,651,532

CREDITORS

Amounts falling due within one year

16

1,059,179

1,097,282

NET CURRENT ASSETS

2,390,715

1,554,250

TOTAL ASSETS LESS CURRENT LIABILITIES

6,639,279

5,429,587

CREDITORS

Amounts falling due after more than one year

17

(1,469,462

)

(1,468,278

)

PROVISIONS FOR LIABILITIES

21

(352,826

)

(284,269

)

NET ASSETS

4,816,991

3,677,040

CAPITAL AND RESERVES

Called up share capital

22

30

30

Retained earnings

23

5,132,190

3,913,609

SHAREHOLDERS' FUNDS

5,132,220

3,913,639

NON-CONTROLLING INTERESTS

24

(315,229

)

(236,599

)

TOTAL EQUITY

4,816,991

3,677,040

The financial statements were approved by the Board of Directors and authorised for issue on 5th August 2026 and were signed on its behalf by:

S P Richings - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

196,450

196,450

Investments

12

15

15

196,465

196,465

CURRENT ASSETS

Investments

15

-

106,548

Cash at bank

117,395

12,835

117,395

119,383

CREDITORS

Amounts falling due within one year

16

5,164

1,429

NET CURRENT ASSETS

112,231

117,954

TOTAL ASSETS LESS CURRENT LIABILITIES

308,696

314,419

CAPITAL AND RESERVES

Called up share capital

22

30

30

Retained earnings

23

308,666

314,389

SHAREHOLDERS' FUNDS

308,696

314,419

Company's profit for the financial year

156,277

261,583

The financial statements were approved by the Board of Directors and authorised for issue on 5th August 2026 and were signed on its behalf by:

S P Richings - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1st January 2024

30

3,153,659

3,153,689

(118,282

)

3,035,407

Changes in equity

Dividends

-

(248,900

)

(248,900

)

(118,991

)

(367,891

)

Total comprehensive income

-

1,008,850

1,008,850

674

1,009,524

Balance at 31st December 2024

30

3,913,609

3,913,639

(236,599

)

3,677,040

Changes in equity

Dividends

-

(162,000

)

(162,000

)

(79,555

)

(241,555

)

Total comprehensive income

-

1,380,581

1,380,581

925

1,381,506

Balance at 31st December 2025

30

5,132,190

5,132,220

(315,229

)

4,816,991

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

30

301,706

301,736

Changes in equity

Dividends

-

(248,900

)

(248,900

)

Total comprehensive income

-

261,583

261,583

Balance at 31st December 2024

30

314,389

314,419

Changes in equity

Dividends

-

(162,000

)

(162,000

)

Total comprehensive income

-

156,277

156,277

Balance at 31st December 2025

30

308,666

308,696

Cash flows from operating activities

Cash generated from operations

1

1,635,181

923,352

Interest paid

-

(7,026

)

Interest element of finance lease payments paid

(2,996

)

-

Tax paid

(198,980

)

(50,041

)

Net cash from operating activities

1,433,205

866,285

Cash flows from investing activities

Purchase of tangible fixed assets

(563,533

)

(271,760

)

Sale of tangible fixed assets

9,245

596,055

Sale of fixed asset investments

116,754

-

Interest received

10,000

4,081

Net cash from investing activities

(427,534

)

328,376

Cash flows from financing activities

Loan repayments in year

(73,985

)

(487,475

)

Capital repayments in year

(25,105

)

-

Amount introduced by directors

-

9

Amount withdrawn by directors

(1,109

)

-

Dividends paid to NCI

(79,555

)

(118,991

)

Equity dividends paid

(162,000

)

(248,900

)

Net cash from financing activities

(341,754

)

(855,357

)

Increase in cash and cash equivalents

663,917

339,304

Cash and cash equivalents at beginning of year

2

899,904

560,600

Cash and cash equivalents at end of year

2

1,563,821

899,904

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

as restated

£

£

Profit before taxation

1,704,036

1,243,536

Depreciation charges

285,651

224,483

Loss/(profit) on disposal of fixed assets

6,322

(212,137

)

Loss/(gain) on revaluation of fixed assets

7,210

(9,591

)

Finance costs

2,996

7,026

Finance income

(10,089

)

(4,094

)

1,996,126

1,249,223

Increase in stocks

(79,772

)

(8,523

)

Increase in trade and other debtors

(161,221

)

(659,623

)

(Decrease)/increase in trade and other creditors

(119,952

)

342,275

Cash generated from operations

1,635,181

923,352

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 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,563,821

899,904

Year ended 31st December 2024

31.12.24

1.1.24

as restated

£

£

Cash and cash equivalents

899,904

560,600

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

899,904

663,917

1,563,821

899,904

663,917

1,563,821

Liquid resources

Current asset

investments

106,548

(106,548

)

-

-

106,548

(106,548

)

-

-

Debt

Finance leases

-

25,102

-

(103,222

)

Debts falling due

within 1 year

(69,012

)

(4,973

)

-

(73,985

)

Debts falling due

after 1 year

(1,468,278

)

78,957

-

(1,389,321

)

(1,537,290

)

99,086

-

(1,566,528

)

Total

(530,838

)

656,455

-

(2,707

)

1.	STATUTORY INFORMATION

Ty Draig Group 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.

The presentation currency of the financial statements is the Pound Sterling (£) and rounded to the nearest pound.

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 as modified by the revaluation of certain assets.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 0, is being amortised evenly over its estimated useful life of nil 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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

20% on reducing balance and 15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance and 15% on reducing balance

Computer equipment

-

20% on reducing balance and 15% on reducing balance

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments

The company's financial instruments comprise of bank balances, trade debtors, trade creditors, finance leases and bank loans.

Loans and borrowings are initially recorded at transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method less impairment. If an arrangement constitutes a finance transaction it is measured at present value. Loans and borrowings receivable within one year are not discounted.