REGISTERED NUMBER: 05824277 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 NOVEMBER 2023 TO 27 APRIL 2025

FOR

NMS INFRASTRUCTURE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

8

Report of the Independent Auditors

10

Statement of Comprehensive Income

13

Balance Sheet

14

Statement of Changes in Equity

15

Notes to the Financial Statements

16

DIRECTORS:

A G R Hatfield

P J Marks

A L Oliver

M Jordan

T Munemo

P T Makoni

REGISTERED OFFICE:

2 Winchester Place, North Street

Poole

BH15 1NX

REGISTERED NUMBER:

05824277 (England and Wales)

AUDITORS:

TC Group, Statutory Auditor

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

COMPANY OVERVIEW

Our Business

NMS is an EPC+F contractor involved in the international supply of infrastructure, equipment and services for governments.

The principal activity of the Group is centred on project development, management and delivery of sustainable social infrastructure projects in sub-Saharan Africa. The current business being conducted through its regional branches is the design, construction, equipping and support of a range of health facilities for the Governments of Cote d'Ivoire, Ghana, Zambia and Zimbabwe.

Our Key Differentiators

We have developed a signature style that combines collaborative working practices with a commitment to delivery of the best quality, service and experience.

We strive to be the best in our fields of activity by embracing open-mindedness and pragmatism to foster innovation and novel ways of responding to challenges. By combining expertise, rigour, responsibility and commitment NMS has become one of the leading players in its field.

The Group's commitment to achieving the highest Environmental, Social and Governance (ESG) standards is underlined by the adoption of policies governing the environment and biodiversity, stakeholder interests, respect of local communities and human rights, business ethics and prevention of corruption, data protection, product quality and health and safety. To support its commitment to the environment and climate change, the company has initiated a programme to offset its carbon footprint.

Our Growth Strategy

o Focus on Sub-Saharan Africa - our efforts are focused on building our business in our primary market.

o Secure follow-on business - by delivering high quality outputs we aim to secure repeat business.

o Expand sector coverage - a broader sector range will help us develop new business.

PRINCIPAL RISKS AND UNCERTAINTIES

i) Payment: the Group's receipts are principally received direct from lending institutions in the UK, on instruction from the customer. While this reduces payment risk, the administrative challenges in receiving funds can be time consuming;

ii) Currency: the Group's receipts are denominated in US Dollars and Euros, giving rise to potential exposure to fluctuations in foreign exchange rates between Sterling and local currencies, which are actively monitored. The company aims to match where possible the contract currency income with supply-side obligations to mitigate exposure to such fluctuations. In addition the Group has entered into a number of forward sale contracts which provide certainty over a proportion of the Group's anticipated Sterling obligations.

iii) Political: while the Group's business is exposed to a degree of political risk, these are considered normal given the current stage in the political cycles of its countries of interest. It should be noted that project finance is insured against the possible effects of political risk;

iv) Local economy: government response measures to the global pandemic created some uncertainty in local economies which may affect availability of supplies of raw materials and services in the local construction industry however, given the mitigation measures adopted by the Group, these are deemed to be of limited lasting impact on future performance;

v) Health: the year was largely free of negative public health impacts. Detailed operational health guidelines are in issue and are subject to constant monitoring, with operational adjustments made as required in line with government and other advice. The Group's operations are not presently unaffected by any material abnormal public health risks and we continue to keep the general situation under constant surveillance;

vi) Timing: the timing of financial close in respect of new projects, at which point a project becomes effective, is unpredictable and presents the Group with a challenging environment in which to plan and forecast. The careful selection, pricing and delivery of the projects it accepts is constantly monitored.

vii) Contracts: The Group's projects are large and complex, requiring multi-site construction, often in challenging and demanding environments. Substantial upfront costs have been incurred in mobilising project management, delivery and construction operations into country, as well as developing local construction methodology and certifications and these are not recovered on contracts. The Group faces numerous challenges when designing and implementing solutions into its chosen markets which often demand innovative and creative approaches to problem solving, particularly in respect of environmental issues in order to satisfy lender requirements, which requires significant research and development effort. There are significant timing differences in relation to the point at which costs are incurred and revenue earned. Significant amounts are held in Amounts Recoverable on Contract on the balance sheet at 30 April 2025, which will, in the opinion of the directors, be recovered over the life of the underlying projects.

RESULTS AND PERFORMANCE

Financial Performance

2025 was a period of significant challenge. The results of the company show an operating loss before tax of £6,196,957 (2023: operating profit before tax of £6,298,948) on sales of £67,904,244 (2023: £159,154,915). Company shareholders' funds total £12,462,369 (2023: £20,663,537).

In late 2024 the Group made the difficult decision to unilaterally terminate its contract with the Ministry of Health of the Republic of Côte d'Ivoire as a result of late and non-payment and the failure of the Ministry of Health to maintain the availability of the UK Export Finance loan; this was despite extensive attempts on the Group's part to engage with the Ministry of Health to resolve matters. The consequences of late and non-payment to the Group were unsustainable and termination the only viable course of action in order to protect the Group's position.

At termination the Group had delivered one of the six hospitals, and a further 5 were in various advanced states of construction. Following termination the Group has followed the contractual process and issued final accounts to the Ministry of Health. As a result historic balances held in the balance sheet in relation to this project have been written off resulting in an extraordinary charge to profit of £35,627,343, and the final account balances have been reflected in the balance sheet as at 30 April 2025. In addition the Group has recognised other operating income of £9,322,511 in respect of its claim for costs and damages in accordance with the contract.This has had a hugely negative impact on the business during the reporting period.

The Group is now in the process of engaging with the contractual arbitration procedure as set out in the contract and is confident of a positive outcome in due course.

The Group continues to operate without external bank debt.

Operational Progress

The Group made steady progress during the year:

Ghana - the $175 million project has been fully completed with the final handover of 7 multi-storey accommodation blocks at the Takoradi European Hospital and the 2 remaining 120-bed District Hospitals at Fomena and Kumawu. The Group's $45m contract for the completion of the Abetife hospital awaits funding.

Zambia - the $300 million project for the design, construction and equipping of 5 x 80-bed District Hospitals and 115 Mini Hospitals was complete with the delivery of 111 Mini Hospitals and 5 District Hospitals; there remain a further 4 Mini Hospitals that may be delivered subject to availability of funding.

A second contract for $427m was signed in August 2024 with the Ministry of Health, Republic of Zambia, for the design, construction and equipping of 5 x 80-bed District Hospitals and 120 Mini Hospitals. This project is being funded directly by the Ministry of Health and initial work commenced in Autumn 2025.

Cote d'Ivoire - as referred to above, the €326 million project for the design, construction and equipping of 6 regional hospitals was terminated in late 2024.

Zimbabwe - the $210 million project for the design, construction and equipping of 30 health centres and 3 district hospitals has progressed in line with the provision of initial tranches of funding. The first 4 health centres have been completed, including the first two in the key locations of Stoneridge, Harare and Cowdray Park, Bulawayo. The next 4 sites are at varying stages of execution.

BUSINESS ENVIRONMENT

2025 has been a challenging period as the Group continued to progress multi-site delivery in four countries. The Ghana project was completed; in Zambia the District Hospital delivery phase has commenced and in Zimbabwe delivery of health centres has progressed in line with available funding. Common to all the projects have been acclamations of the quality of the workmanship. These developments have resulted in a marked increase in activity which is reflected in the financial results for the period, tempered by the historic costs associated with completions in Ghana and development of new business opportunities.

The focus of the Group's business development activity during the period under review was the progression of new pipeline prospects and the securing of follow-on business with existing customers. A number of projects are expected to come to fruition in the current financial period and are expected to underpin growth prospects for the business well into the future.

The Group is actively involved in seeking to deliver projects which meet benchmark ESG criteria and has developed a set of standards for its operations to maintain the highest standards and enable ESG compliant funding to become more accessible.

OUTLOOK

The strategic progress and operational momentum of the last two years have required NMS to structure itself into a different business. We have a clear growth strategy, focused on growth in our core Sub-Saharan Africa market, by leverage of existing customer relationships and expansion into new markets and sectors.

After several years of rapid growth, 2026 is a year of consolidation, as we commence new projects and bring pipeline projects to contract. Our proprietary offering, combined with a pipeline of new projects, will ensure NMS is in a strong position to grow over the medium term and we remain excited about the opportunities ahead.

STRATEGY

The Group's success is dependent on the judicious selection, pricing and delivery of the projects it accepts, and the rate at which it seeks to grow. It is focused on sustainable projects in Sub-Saharan Africa in the $100-$300 million range, primarily in the following sectors:

- Healthcare

- Agriculture

- Education

- Renewable energy

- Water and wastewater management

The Group will continue to consolidate its position by concentrating its efforts in the delivery of national social infrastructure, particularly in its chosen market sectors.

The Group aims to improve efficiency in all areas of operations through cost optimisation; disciplined procurement and effective management. The Group continues its focus on shaping organisational structure for operational effectiveness.

KEY PERFORMANCE INDICATORS

Continuing progress has been made in relation to key elements of Group strategy throughout the year. The Board continuously monitors progress by reference to KPIs, principally relating to short and medium-term liquidity, cash flow, working capital requirements, value of work completed and a range of extra-financial performance measures relating to ESG criteria.

POST BALANCE SHEET EVENT

Subsequent to the end of the financial period the UK Export Finance loan, arranged to fund the Group's a £175 million contract with the Government of Uganda for the Financing Agricultural Production, Quality and Standards for Market Access Facilities project, was signed and initial customer funding received in January and September 2026, it is anticipated that the UK Export Finance loan with be effective by the end of December 2026, once the government of Uganda have paid the full 5% Advance Payment. In addition the first modest tranche of funding for the Group's $427m follow-on work on the hospital building projects in Zambia was received enabling initial work to commence.

FUTURE DEVELOPMENTS

The Group expects to mobilise on its Uganda project once financial effectiveness is achieved in October 2026, and that delivery of the follow-on Zambia project will accelerate in 2026. Furthermore the Group looks forward to bringing a number of pipeline projects to contract and financial effectiveness.

The Group has continued to expand its coverage in Sub-Saharan Africa and has a substantial pipeline of prospective infrastructure projects. These opportunities are carefully considered and continuously reassessed to ensure that the resources required to pursue them are aligned to those prospects with the greatest probability of success in securing funding, contract signature and subsequent delivery.

The Group actively continues to prospect for appropriate projects meeting its criteria.

SECTION 172(1) STATEMENT

As required by Section 172 of the Companies Act a director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard, amongst other matters, to the:

- likely consequences of any decision in the long term

- interests of the Group's employees

- need to foster the Group's business relationships with suppliers, customers and others

- impact of the Group's operations on the community and the environment

- desirability of the Group maintaining a reputation for high standards of business conduct

- need to act fairly as between members of the Group.

The Group has a clearly defined strategy and the Directors consider the long-term consequences of their decisions in the context of this strategy. When making decisions the Directors consider several factors including the:

- requirement to maintain a reputation of high standards of business conduct

- need to act fairly between members of the Company

- translation of strategy into both annual plans and longer-term goals which are regularly reviewed by the Directors

- way in which the Group's objectives influence its employees, customers, suppliers and shareholders together with the Group's wider impact on the environment.

The Group's engagement with its stakeholders and consideration of their respective interests is as follows:

EMPLOYEES AND DISABILITY

As an equal opportunities employer full and fair consideration is given to applications for employment from all backgrounds and groups of individuals including those with disabilities. It is the Group's policy to treat everyone fairly and equitably in the recruitment process. The Directors ensure all employees are aware of the objectives and results of the Group through presentations and meetings. It has also been their focus to provide a positive work environment for all employees with opportunities for all to grow and achieve their potential.

CUSTOMERS AND SUPPLIERS

The Group collaborates with a variety of customers and our success depends on having the resources and skills necessary to guarantee a superior service level and product quality. The Group has longstanding relationships with local and international suppliers ensuring conformance of quality, cost competitiveness and sourcing guarantee.

COMMUNITY AND THE ENVIRONMENT

The Group is an important source of employment in the areas in which it operates and it seeks to invest in ways of working to reduce its impact on the environment.

STREAMLINED ENERGY AND CARBON REPORTING

2025 (reporting period)

2024 (annualised)

2023

kWh

kWh

kWh

Energy consumption

Aggregate of energy consumption in the year

176,635

117,756

98,107

-Gas purchased

54,241

36,161

23,661

-Electricity purchased

122,394

81,596

74,446

Tonnes

Tonnes

Tonnes

CO2e

CO2e

CO2e

Emissions of CO2 equivalent

Scope 1 - Direct emissions

- Gas consumption

14.65

9.76

6.39

- Refrigerant*

323.07

215.38

N/A

Scope 2 - Indirect emissions

- Electricity purchased

38.01

25.34

23.12

Scope 3 - Other direct emissions

- Fuel consumed for transport not owned by the company

981.69

654.42

742.62 (518.55)

Total gross emissions

1,357.42

904.91

772.13 (548.07)

Intensity ratio

Tonnes CO2e per employee

N/A

15.88

13.43 (9.53)

Quantification and reporting methodology

- HM Government Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 (SECR Guidance, 2019)

- 2024 Government Greenhouse Gas Conversion Factors for Company Reporting

- Greenhouse Gas Protocol: Quantitative Inventory Uncertainty October 2022

* Refrigerant losses were recorded and emissions measured for the first time during the FY2025.

The calculation methodology for 'fuel consumed for transport not owned by the company' changed between the 2023-2025 reporting years. As advised by the SECR Guidance (2019), page 46, the corrected figures have been presented for the 2023 year with the previously reported figure alongside in brackets. The adjusted figures for all other emissions figures affected by this change are also provided.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes of carbon dioxide equivalent (tCO2e) per full time employee as recommended for the sector.

Measures taken to improve energy efficiency

- Continuous improvement in Greenhouse Gas accounting processes, including the voluntary capture of Scope 3 emissions. Increase in areas of the UK business covered by the carbon accounting process, with the 2025 process including 100% (FY 2023: 89%) of all applicable UK Government provided conversion factors (areas of business activity for which attributable tCO2e emissions can be calculated).

- The ongoing reduction in the London office of the use of gas in favour of an electrical heating system led to a 46% reduction in overall gas consumption for 2025 (447 kWh) compared to FY 2023 (825 kWh). Electrification is a low carbon long term investment as the national electricity grid decarbonises over time.

- The use of modern communications technology, in particular video conferencing, is reducing the requirement for employee travel both within the UK and abroad. Emissions associated with air travel fell by 36% for the 2024 year (289 tCO2e) compared to the previous year (FY 2023: 452 tCO2e). This is particularly relevant as air travel represents a high proportion of the calculated NMSI GHG emissions.

ON BEHALF OF THE BOARD:

A L Oliver - Director

25 September 2026

The directors present their report with the financial statements of the company for the period 1 November 2023 to 27 April 2025.

PRINCIPAL ACTIVITY

The principal activity continues to be the project management and delivery of social infrastructure projects in sub-Saharan Africa. The current business being conducted is the design, construction, equipping and support of hospitals and health facilities together with associated infrastructure, for the Governments of Ghana, Zambia, Zimbabwe and Cote d'Ivoire.

DIVIDENDS

The total distribution of dividends for the year ended 27 April 2025 were £nil (2023: £nil).

EVENTS SINCE THE END OF THE PERIOD

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

A G R Hatfield

P J Marks

A L Oliver

M Jordan

T Munemo

Other changes in directors holding office are as follows:

P T Makoni was appointed as a director after 27 April 2025 but prior to the date of this report.

N Chiumya and F L T M Hsu ceased to be directors after 27 April 2025 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The groups business model is structured to mitigate their exposure to credit risk with the third party institutions funding their customers and payment terms agreed at the outset of a contract, the company do not take on debt themselves but also enable them to meet the credit requirements of their suppliers. Management forecast cash flows to minimise liquidity risk. With contracts largely denominated in other currencies to GBP forward exchange contracts are used to mitigate fluctuations.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by Paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report instead. These matters relate to Business review, Principal risks and uncertainties and Key performance indicators.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 transactions and disclose with reasonable accuracy at any time the financial position of the 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 company 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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, TC Group, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A L Oliver - Director

25 September 2026

Disclaimer of Opinion

We were engaged to audit the financial statements of NMS Infrastructure Limited (the 'company') for the period year ended 27 April 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies.

We do not express an opinion on the accompanying financial statements of NMS Infrastructure Limited. Because of the significance of the matters described in the Basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

The audit evidence available to us was limited in relation to a construction contract that was terminated in the year, and the subsequent claim. Following cancellation, contract trading balances were released to the Statement of Comprehensive Income in the period resulting in a net reduction to profit of £35,627,343. The Company has subsequently included Other income of £9,332,511 for a corresponding damages claim against the customer which is included within Amounts recoverable on contract of £20,346,369, being the amount the Company is due from the customer. Where this matter is subject to ongoing arbitration proceedings, there is uncertainty in respect of the timing and recovery of these amounts as at the reporting date. In addition the Company has included within Other creditors an amount of £1,886,218 on the contract where the terms and circumstances surrounding the termination, including whether any amount remains payable in respect of the contract, are currently unclear. Furthermore we were unable to obtain sufficient appropriate audit evidence in relation to the management charge of £4,343,782 as supporting documentation was not available. As a result of this, we have been unable to carry out adequate audit procedures to obtain sufficient, appropriate audit evidence regarding several amounts in the Balance sheet and the subsequent loss recognised in the Statement of Comprehensive Income.

The audit evidence available to us was limited in relation to a number of historical contract trading balances that were released to the Statement of Comprehensive Income in the prior year, resulting in a net reduction to profit of £2,366,905. As a result of this, we have been unable to carry out adequate audit procedures to obtain sufficient, appropriate audit evidence regarding Retained earnings as at 1 November 2023.

Due to the significance of the matters described above, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly we do not express an opinion on the financial statements.

.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

o the information given in the strategic report and directors' report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

o the strategic report and directors' report 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.

Arising from the limitation of our work referred to above:

o we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

o we were unable to determine whether adequate accounting records have been kept.

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:

o returns adequate for our audit have not been received from branches not visited by us; or

o the financial statements are not in agreement with the accounting records and returns; or

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

o the directors were not entitled to prepare the financial statements in accordance with the

small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 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 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:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the Companies Act 2006) and the relevant tax compliance regulations in the UK.

- We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes and discussions with those charged with governance.

- We assess the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the company has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.

- Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulations identified in the paragraphs above.

- We also performed audit work over the risk of management 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 for 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.

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.

Richard Gillespie FCCA (Senior Statutory Auditor)

for and on behalf of TC Group, Statutory Auditor

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

25 September 2026

TURNOVER

4

67,904,244

159,154,915

Cost of sales

76,955,570

143,665,061

GROSS (LOSS)/PROFIT

(9,051,326

)

15,489,854

Administrative expenses

6,478,142

9,190,906

(15,529,468

)

6,298,948

Other operating income

5

9,332,511

-

OPERATING (LOSS)/PROFIT

7

(6,196,957

)

6,298,948

Historic contract losses

8

-

(2,366,905

)

Provision for irrecoverable VAT

8

(3,136,374

)

-

(9,333,331

)

3,932,043

Interest receivable and similar income

55,167

3,363

Interest payable and similar expenses

9

(5,886

)

(96,261

)

(LOSS)/PROFIT BEFORE TAXATION

(9,284,050

)

3,839,145

Tax on (loss)/profit

10

(1,082,782

)

853,587

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(8,201,268

)

2,985,558

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(8,201,268

)

2,985,558

FIXED ASSETS

Tangible assets

11

7,732

214,456

Investments

12

101

13,604

7,833

228,060

CURRENT ASSETS

Debtors

13

30,432,768

83,402,156

Cash at bank and in hand

14

24,945

20,501,370

30,457,713

103,903,526

CREDITORS

Amounts falling due within one year

15

16,848,366

81,967,407

NET CURRENT ASSETS

13,609,347

21,936,119

TOTAL ASSETS LESS CURRENT LIABILITIES

13,617,180

22,164,179

CREDITORS

Amounts falling due after more than one year

16

1,154,811

1,500,542

NET ASSETS

12,462,369

20,663,637

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

12,462,269

20,663,537

SHAREHOLDERS' FUNDS

12,462,369

20,663,637

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

P J Marks - Director

A L Oliver - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2022

100

17,677,979

17,678,079

Changes in equity

Total comprehensive income

-

2,985,558

2,985,558

Balance at 31 October 2023

100

20,663,537

20,663,637

Changes in equity

Total comprehensive income

-

(8,201,268

)

(8,201,268

)

Balance at 27 April 2025

100

12,462,269

12,462,369

1.	STATUTORY INFORMATION

NMS Infrastructure 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 Company Information page.

The business address is as follows:

Group head office

The Lincoln Building

Eckland Lodge Business Park

Market Harborough

LE16 8HB

Cote D'Ivoire

Canal Street

Lot 703

Block 75 Zone 4C

26 BP 1059

Abidjan 01

Republic of Côte d;Ivoire

Ghana

One Airport Square

6th Floor, Plot 21

Airport City

Accra

Ghana

Zambia

2322 Malaiti Road

Leopard's Hill

Lusaka

Zimbabwe

6 St George's Street

Ardbennie

Harare

South Africa

1 Melrose Boulevard

Melrose,

Johannesburg

Gauteng 2076

South Africa

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

Functional and presentational currency

The Company's functional and presentational currency is GBP and rounded to the nearest pound.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

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the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about NMS Infrastructure Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, NMS International Group Limited, 2 Winchester Place, North Street, Poole, England, BH15 1NX.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Certain judgements have been applied in reaching this conclusion and are, in the opinion of the directors, adequate based on their knowledge of the business and the industry.

The directors have given due consideration to the current status of the contracts undertaken by the company, including those balances relating to historical contract work. This includes both quantitative and qualitative factors in relation to both the ongoing work and work which has been completed in respect of previous periods.

As at the point of authorising the accounts, and for the foreseeable future, the directors consider the going concern assumption to still be appropriate. The directors acknowledge that given the rapidly changing business and social environment, there are likely to be significant unknown factors which may present themselves. Such factors are considered by the directors to represent a general inherent level of risk in relation to the going concern assumption albeit not quantifiable at this time.

Based on this information, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting date.

The percentage of completion method is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Turnover is recognised based upon the directors best assessment of the proportion of contract completion. This is recognised with reference to separately identifiable phases (milestones) of the contract.

Where turnover is recognised by reference to stage of completion, but un-invoiced, work on contracts in progress is recorded as 'Amounts recoverable on contracts' within debtors. Management include build parts not yet used and equipment not yet installed within amounts recoverable on contract.

Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as prepayments or other assets depending on their nature, and provided it is probable they will be recovered. Variations in contract work, claims and incentive payments are included within the assessment of stage of completion to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Tangible fixed assets

Tangible fixed assets under the cost model are initially stated at cost and subsequently carried at cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Construction equipment - Straight line over 3 years

Fixtures and fittings - Straight line over 5 years

Motor vehicles - Straight line over 3 years

Computer equipment - Straight line over 1 year

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'administrative expenses' in the statement of income and retained earnings.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the average monthly rate of exchange of transaction where there are no significant movements within the month otherwise a spot rate is used. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Impairment of assets

At each reporting end date, the company reviews the carrying amounts of its 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.

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 risk 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 impairment loss is recognised immediately in profit of 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.

Financial instruments

Basic financial assets, including trade and other receivables, cash and bank balances and investments, are initially recognised at transaction price, 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. Basic financial assets, including trade and other receivables, cash and bank balances and investments, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow Group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

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. Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.

Complex financial instruments such as forward contracts and options are measured at fair value through the profit and loss account.