REGISTERED NUMBER: 03694027 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

THE HYPHEN GROUP LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

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

18

DIRECTORS:

Mr T M Luck

Ms E Diego Garcia

Mr E J Miles

Mr P Agnew

Mr M Mullen

Ms S F Fox

Ms P Martinez Vila

Mr L S Faoro

Mr M Menichetti Ugarte

SECRETARY:

Ms S F Fox

REGISTERED OFFICE:

3 Charlecote Mews

Staple Gardens

Winchester

Hampshire

SO23 8SR

REGISTERED NUMBER:

03694027 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

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

REVIEW OF BUSINESS

The Hyphen Group Ltd, is a holding company with trading subsidiaries in the UK, Germany, Spain, Italy, Ireland, Chile, Mexico, Australia and India with an associate trading company in France. Hyphen provides architectural and related services within the commercial and corporate sectors, with particular focus on data centre, retail, logistics & workplace. Through our network of pan-European, Apac and Latam offices, Hyphen delivers the global reach of a large architectural practice with the personalised service and collaborative approach of a local firm. By the end of 2025 the Hyphen Group companies employed approximately 256 staff across nine countries.

Business Performance

2025 was a difficult year for the business. During the year, Data Centre development-a key sector for Hyphen-experienced a hiatus driven by global Hyperscale operators pausing the majority of its projects alongside global financial uncertainty surrounding US tariffs and AI stock valuations. The significant year on year growth achieved in the four years since 2020 stalled in 2025 where revenue fell slightly. This was driven by a noticeable contraction in the UK where uncertainties in the Data Centre market led to the suspension, postponement or even cancellation of work across several key accounts. In reaction to falling revenue, cost cutting measures were implemented. These changes together with an increase in workload has resulted in an improved performance in the first two quarters of 2026, with profits returning to target levels.

PRINCIPAL RISKS AND UNCERTAINTIES

The board regularly reviews financial and business risks, while operational risks are managed according to the Company's quality management system. The quality management systems for our offices in the UK, Spain, France and Santiago are certified to ISO 9001:2015 standards, and in early 2026 our office in Berlin achieved certification. Looking ahead to 2026, the principal financial risks and uncertainties for The Hyphen Group Ltd can be summarized as follows:

Talent scarcity

Contraction in our workforce numbers during 2025 and the increased workload secured in 2026 means that recruitment remains a crucial focus for the business. The availability of skilled professional staff is still tight in the Data Centre Market. To address this, the company has enhanced interoffice collaboration and is focusing recruitment in our new Indian office where talent is more readily available than elsewhere across the group.

Short term cash flow

Hyphen continues to enhance our debt recovery systems and has successfully secured options to improve liquidity and mitigate the risk of short-term cash flow shortfalls.

Significant fluctuation in workload

The prominence of Data Centre work in the business over more recent times has resulted in far larger fee levels over relatively few projects. Fluctuations in workload are therefore more marked and more common than in previous years. Scaling the workforce to meet increased demand can increase fixed operational costs, which are difficult to reduce quickly when demand eases. The business is addressing this risk in four ways: by hiring on more flexible terms; focusing recruitment on offices in relatively low-cost centres; strengthening collaboration across offices; and improving efficiency within both technical and operational teams through enhanced training and more effective use of tools, benchmarking utilisation.

FUTURE DEVELOPMENTS

We have recognised that our competitors have the advantage of access to talent at a more competitive cost base achieved by developing support teams in locations in Asia Pacific and India. One of Hyphen´s key priorities is our people. We have recognised that talent availability varies significantly across our markets, creating differing recruitment conditions and operational pressures. In response, we are strengthening our delivery model by balancing local production with specialist expertise across our international network. Just as we did in Santiago a few years ago.

In 2026, Hyphen opened a new office in India designed to build a second regional design hub to collaborate with cross-market teams, accelerate delivery through effective time-zone coordination, enhance project profitability and accelerate delivery through effective time-zone coordination, while gradually serving an increasingly growing market for several sectors we operate with. This will lower our cost base and improve profit margins and access to talent. Our strategy prioritizes the establishment of well-trained teams and effective management to ensure the consistent, high overall quality of our work.

At C-Suite level, the business has also put focus on strengthening our Executive Leadership by recruiting a dedicated Chief Financial Officer to provide more capacity and specialist skills to the financial oversight and management of the company. The C-Suite has also been strengthened with the appointment of a dedicated Chief Commercial Officer.

ON BEHALF OF THE BOARD:

Mr T M Luck - Director

25th September 2026

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

DIVIDENDS

The total distribution of dividends for the year ended 31st December 2025 will be £142,400.

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

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

Mr T M Luck

Ms E Diego Garcia

Mr E J Miles

Mr P Agnew

Mr M Mullen

Ms S F Fox

Ms P Martinez Vila

Other changes in directors holding office are as follows:

Mr G Spinelli - resigned 31st December 2025

Mr L S Faoro and Mr M Menichetti Ugarte were appointed as directors after 31st December 2025 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the Report of the Directors are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006.

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, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr T M Luck - Director

25th September 2026

Opinion

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

In our opinion 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 loss 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the group based upon our knowledge of the group, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements. We identified that the most significant laws and regulations applicable during the year were compliance with the requirements of the Companies Act 2006, compliance with the Architects Registration Board's Code of Conduct and compliance with the requirements of ISO 9001:2015.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

As group auditors we are required to communicate with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement of the group financial statements. The engagement partner considers that the engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Neil Raynsford (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Statutory Auditor

Fleming Court

Leigh Road

Eastleigh

Southampton

Hampshire

SO50 9PD

25th September 2026

TURNOVER

4

19,693,563

20,002,748

Cost of sales

13,090,684

12,593,533

GROSS PROFIT

6,602,879

7,409,215

Administrative expenses

7,189,475

7,085,607

(586,596

)

323,608

Other operating income

497,497

261,537

GROUP OPERATING (LOSS)/PROFIT

6

(89,099

)

585,145

Share of operating (loss)/profit in

Associates

(17,643

)

45,938

Interest receivable and similar income

25

787

(106,717

)

631,870

Uplift of investment in associates

21,542

-

(85,175

)

631,870

Interest payable and similar expenses

7

58,410

8,771

(LOSS)/PROFIT BEFORE TAXATION

(143,585

)

623,099

Tax on (loss)/profit

8

146,483

186,218

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(290,068

)

436,881

(Loss)/profit attributable to:

Owners of the parent

(283,358

)

445,303

Non-controlling interests

(6,710

)

(8,422

)

(290,068

)

436,881

(LOSS)/PROFIT FOR THE YEAR

(290,068

)

436,881

OTHER COMPREHENSIVE INCOME

Exchange gain / (loss) on translation

99,021

(97,687

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

99,021

(97,687

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(191,047

)

339,194

Total comprehensive income attributable to:

Owners of the parent

(184,337

)

347,616

Non-controlling interests

(6,710

)

(8,422

)

(191,047

)

339,194

FIXED ASSETS

Intangible assets

11

49,463

26,364

Tangible assets

12

425,404

481,605

Investments

13

Interest in associate

322,074

340,881

Other investments

454

430

797,395

849,280

CURRENT ASSETS

Debtors

14

5,822,911

6,384,102

Cash at bank and in hand

1,956,194

2,000,428

7,779,105

8,384,530

CREDITORS

Amounts falling due within one year

15

4,305,784

4,518,189

NET CURRENT ASSETS

3,473,321

3,866,341

TOTAL ASSETS LESS CURRENT LIABILITIES

4,270,716

4,715,621

CREDITORS

Amounts falling due after more than one year

16

(2,319

)

(24,094

)

PROVISIONS FOR LIABILITIES

20

(22,569

)

(112,252

)

NET ASSETS

4,245,828

4,579,275

CAPITAL AND RESERVES

Called up share capital

21

107,444

107,444

Capital redemption reserve

22

48,807

48,807

Retained earnings

22

4,106,322

4,433,059

SHAREHOLDERS' FUNDS

4,262,573

4,589,310

NON-CONTROLLING INTERESTS

(16,745

)

(10,035

)

TOTAL EQUITY

4,245,828

4,579,275

The financial statements were approved by the Board of Directors and authorised for issue on 25th September 2026 and were signed on its behalf by:

Mr T M Luck - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

411,225

411,174

411,225

411,174

CURRENT ASSETS

Debtors

14

1,037,574

446,122

Cash at bank

4,959

2,258

1,042,533

448,380

CREDITORS

Amounts falling due within one year

15

1,281,285

796,749

NET CURRENT LIABILITIES

(238,752

)

(348,369

)

TOTAL ASSETS LESS CURRENT LIABILITIES

172,473

62,805

CAPITAL AND RESERVES

Called up share capital

21

107,444

107,444

Capital redemption reserve

22

48,807

48,807

Retained earnings

22

16,222

(93,446

)

SHAREHOLDERS' FUNDS

172,473

62,805

Company's profit for the financial year

252,069

20,235

The financial statements were approved by the Board of Directors and authorised for issue on 25th September 2026 and were signed on its behalf by:

Mr T M Luck - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1st January 2024

107,444

4,085,443

48,807

Changes in equity

Total comprehensive income

-

347,616

-

Balance at 31st December 2024

107,444

4,433,059

48,807

Changes in equity

Dividends

-

(142,400

)

-

Total comprehensive income

-

(184,337

)

-

Balance at 31st December 2025

107,444

4,106,322

48,807

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1st January 2024

4,241,694

(1,613

)

4,240,081

Changes in equity

Total comprehensive income

347,616

(8,422

)

339,194

Balance at 31st December 2024

4,589,310

(10,035

)

4,579,275

Changes in equity

Dividends

(142,400

)

-

(142,400

)

Total comprehensive income

(184,337

)

(6,710

)

(191,047

)

Balance at 31st December 2025

4,262,573

(16,745

)

4,245,828

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2024

107,444

(113,681

)

48,807

42,570

Changes in equity

Total comprehensive income

-

20,235

-

20,235

Balance at 31st December 2024

107,444

(93,446

)

48,807

62,805

Changes in equity

Dividends

-

(142,401

)

-

(142,401

)

Total comprehensive income

-

252,069

-

252,069

Balance at 31st December 2025

107,444

16,222

48,807

172,473

Cash flows from operating activities

Cash generated from operations

1

219,516

408,787

Interest paid

(58,410

)

(8,771

)

Tax (received) / paid

(223,287

)

(37,743

)

Net cash from operating activities

(62,181

)

362,273

Cash flows from investing activities

Purchase of intangible fixed assets

(49,463

)

(32,341

)

Purchase of tangible fixed assets

(79,606

)

(336,665

)

Sale of tangible fixed assets

1,749

11,911

Interest received

25

787

Dividends received

41,033

-

Net cash from investing activities

(86,262

)

(356,308

)

Cash flows from financing activities

New loans in year

594,946

-

Loan repayments in year

(445,363

)

(95,919

)

Amount introduced by directors

-

5,337

Amount withdrawn by directors

(3,034

)

(5,042

)

Equity dividends paid

(142,400

)

-

Net cash from financing activities

4,149

(95,624

)

Decrease in cash and cash equivalents

(144,294

)

(89,659

)

Cash and cash equivalents at beginning of year

2

2,000,428

2,159,754

Effect of foreign exchange rate changes

100,060

(69,667

)

Cash and cash equivalents at end of year

2

1,956,194

2,000,428

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

2025

2024

£

£

(Loss)/profit before taxation

(143,585

)

623,099

Depreciation charges

169,251

165,176

Loss on disposal of fixed assets

-

1,181

Share of (profit)/loss in associates

17,643

(45,938

)

Revaluation of investment in associates

(21,542

)

-

(Decrease) / increase in provisions

(14,807

)

(45,624

)

Foreign exchange conversion adjustments

(26,145

)

(10,657

)

Finance costs

58,410

8,771

Finance income

(25

)

(787

)

39,200

695,221

Decrease/(increase) in trade and other debtors

559,080

(1,674,313

)

(Decrease)/increase in trade and other creditors

(378,764

)

1,387,879

Cash generated from operations

219,516

408,787

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

1,956,194

2,000,428

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

2,000,428

2,159,754

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

2,000,428

(44,234

)

1,956,194

2,000,428

(44,234

)

1,956,194

Debt

Debts falling due within 1 year

(66,185

)

(171,358

)

(237,543

)

Debts falling due after 1 year

(24,094

)

21,775

(2,319

)

(90,279

)

(149,583

)

(239,862

)

Total

1,910,149

(193,817

)

1,716,332