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

Principal activities

Longacre Group Limited is an owner and long term investor in a portfolio of diversified B2B product and services companies. These companies operate around the world but are primarily headquartered in the UK. Refer to note 19 of these consolidated financial statements for further information.

Longacre Group will continue to acquire or invest in similar businesses in the future.

Longacre Group has a team of world-class operators who support our portfolio companies in pursuing their strategic goals. The quality of our management teams is our greatest differentiator, and we strive to be the best owners of the businesses we work with.

As at 31 December 2025, the group had net assets of £17m (2024: £26m). The reduction was principally driven by dividends of £10.5m paid during the year, partly offset by the retained profit for the period. The group achieved turnover of £133.3m (2024: £117.7m), reflecting a full year of trading from Physiological Measurements Limited, which was acquired in the prior year. Annualised gross profit and annualised adjusted EBITDA (see KPIs on page 3) both improved, and the group generated cash inflows of £6.9m (2024: £3.2m). Headcount across the group increased to 796 (2024: 699) reflecting the reflecting the full year effect of the prior year acquisition. The directors are satisfied with this performance in the current challenging economic environment and are confident of further growth in 2026. The group continues to manage its investments and to support them in delivering their long-term growth strategies.

During the year, the group sold Inspec Solutions Limited, a UK systems integrator that develops intelligent and reliable control, safety, automation and digital solutions across a range of sectors. Its contribution to the group’s results up to the date of disposal on 15 August 2025 is set out in note 30 to the consolidated financial statements.

Currency risk

The directors do not consider that the group is significantly exposed to the financial risks due to changes in foreign currency exchange rates as the net exposure to any exchange rate is considered limited across the group.

Each subsidiary from time to time has transactions in differing currencies and therefore there will be exchange risk exposure through sales and purchases. These risks will be managed by trading in the company’s own base currency, the utilisation of multi-currency bank accounts to match incomings and outgoings and the use of forward contracts if considered necessary.

Credit risk

The group’s credit risk is primarily attributable to its trade receivables, a third party not meeting its obligations under a contractual arrangement leading to financial loss. The balance sheet figure is presented net of doubtful receivables.

The customer credit risk is managed by each operating company, subject to group policy and monthly scrutiny of receivables. The group has no significant concentration of credit risk since the exposure is spread over many customers.

Liquidity risk

The group’s liquidity risk is the risk that they will have difficulty meeting financial liability obligations as they fall due. To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a combination of longer-term and short-term debt finance. Further details of debt facilities are included in note 24 of the consolidated financial statements.

Cyber and IT Interruption

Interruptions in the group’s IT systems may result in operational failures and the group and third party service providers may not have the resources or technical capability to anticipate or prevent any type of cyberattack. IT interruption could also be caused by intentional or inadvertent breaches of IT policy by employees or other commercial related parties.

The group manages this risk by reviewing, and continually improving, all aspects of their IT environment, ensuring robust procedures and controls are in place to mitigate system interruption.

The group's KPIs are financial with revenue, gross profit and adjusted EBITDA being those given significance given the desired goal of growing profitability whilst ensuring that all debt service payments can be made. Adjusted EBITDA is calculated as operating profit after adding back depreciation, amortisation and non-operational items, such as non-core professional fees and other exceptional costs, and is a KPI allowing the Board to focus on the group's underlying business performance which they are able to influence.

To monitor and compare performance of the group’s portfolio we use annualised revenue, adjusted EBITDA and gross profit. Annualised KPIs are the recognition of a full year of results for any new acquisition or de-recognition of a disposal of a business in the year which provides the board with comparable data to assess the underlying business performance of group entities. Figures in the financial statements represent the results of group entities since their acquisition into the group and consequently are different to the monitored KPIs below.

The directors of Longacre Group Limited have acted in a way that they considered, in good faith, to be the most likely to promote the success of the Longacre Group Limited for all of its stakeholders and in doing so had regard amongst other matters, to:

• The likely consequences of any decision in the long term;

• The interests of the group's employees;

• The interests of the group's shareholders;

• The need to foster the group's business relationships with group companies, suppliers and others;

• The impact of the group's operations in the community and the environment;

• The desirability of the group maintaining a reputation for high standards of business conduct; and

• To act fairly between members of the group.

The directors also considered the views and interests of a wider set of stakeholders, including governmental and non-governmental organisations.

Considering the broad range of interests is an important part of the way the board makes decisions. However, by balancing those different perspectives it will not always be possible to deliver to everyone's desired outcome.

Shareholders

The board recognise monitoring and supporting the trading of our subsidiaries is essential to the long-term success of the business and benefit of the shareholders. The board ensure that shareholders are provided access to timely and accurate reporting information which includes current and projected performance, short and long-term cash forecasts and where needed, other key subsidiary information including projected investment, key performance indicators, market conditions and any ad hoc reports requested by shareholders. The board will also meet and review performances with shareholders as and when needed.

Subsidiary operating companies

The relationship with each operating company is key to the long-term success of the group. The size and distribution of our stakeholders both inside and outside of the group means that stakeholder engagement often takes place at an operational level. The board’s approach to engage with an operating company is to ensure that the relationship is always deemed to be a long-term partnership for success.

The board ensure that the investment team meet regularly with the leadership teams and the wider employee base within each group company. Typically, members of the board also meet monthly with each operating company board of directors and review performance, market conditions, investment requirements, key customer and supplier activity and relationships, employee engagement, compliance and health and safety updates.

The board ensure that each operating company provides weekly, monthly, and annual reporting information including but not limited to financial key performance indicators and any specific reports requested by the Longacre Group Limited board.

The board will regularly engage with an operating company where any exceptional matters outside the ordinary course of business arise including but not limited to, key personnel appointments, significant legal or regulatory questions, substantial items of expenditure or a proposed change in company strategy.

Employees

The board strive to meet the shareholders’ vision of being ‘an employer of choice’. To facilitate this across the group, the board ensure that it sets the standards with its own employees by providing an environment of success and support through regular and effective employee engagement. The investment team then promote and encourage similar practices within the operating companies.

Customers

Having built-up long-established relationships with their respective customers, the directors are fully aware that these relationships are the cornerstone of each operating entity’s business and ensuring that collectively we build on these relationships is imperative to the future performance of each company of the group. The directors of each operating company are hands-on in the businesses and are in day-to-day contact with the senior management at our customers. Each company’s long-term success has been built on delivering exceptional client service to customers – a key contributory factor to Longacre Group’s investment in the companies.

The board is confident it has satisfied the Code’s requirements for its effective performance of their statutory duties in accordance with s172(1) Companies Act 2006.

After the balance sheet date, the group made disposals and acquisitions. This includes the acquisition of 100% of the share capital in Longacre Group Holdings Limited and its subsidiaries. The effect of the combined Longacre Group entities, based on a proforma combined 2025 turnover of Longacre Group Limited and Longacre Group Holdings Limited, is £199.2m. Further details are set out in note 32.

The directors will continue to seek to identify appropriate investment and acquisition opportunities. The full year impact of acquisitions made and the impact of sales investment means that the board is confident about the future prospects for group revenue and profit growth.

The directors will continue to develop strategies to grow and support the development of management teams and board of directors, at operating company level, enhancing their skills and strengthening areas of significance.

The directors expect the general level of activity to result in a satisfactory trading result in the forthcoming year.

On behalf of the board

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

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

The results for the year are set out on pages 16 to 17.

No ordinary dividends were paid. Preference dividends were paid amounting to £10,465,544. The directors do not recommend payment of a final dividend.

The group maintains liability insurance for its directors and officers which remains in place up to the date of this report.

It is the group policy, in respect of suppliers, that each operating business should both agree the terms of payment for each transaction (to ensure that suppliers are aware) and abide by those terms.

The company and group made no political donations in the year.

The group is committed to research and development activities. A number of programmes are being undertaken to widen the product portfolio for customers in the industries that the group operates in.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

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

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

This report presents the greenhouse gas (“GHG”) emissions quantified by the business for the financial year ending 31 December 2025.

The report has been prepared under the Companies (Directors’ report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, under which we are required to disclose our UK Energy use and associated GHG emissions. Specifically, we are required to report UK energy usage and emissions derived from purchased electricity, gas and transport.

The report covers the emissions of Longacre Group Limited, including operating companies Wrapex / Procare UK, Pioneer Ideso, Inuvi Group and Dycem UK/Asia/USA/Europe.

The report has been prepared in reference to the GHG Protocol Corporate Standard. An ‘operational control’ approach has been used to define the GHG emissions boundary. This approach captures emissions associated with the operation of all buildings, company-owned vehicles and business travel to the extent required under the reporting scope.

The report has been prepared by applying the 2025 emissions factors published by the UK Government (DESNZ) to the group’s activity data. Energy consumption was measured and calculated across our subsidiaries from manual meter readings, invoices and mileage records.

Gross emissions are presented. No net figures are provided as the company does not purchase carbon credits or equivalent offsetting instruments.

Longacre Group has excluded transport emissions associated with air, rail and taxi journeys that the group companies do not operate and fuel for the transportation of goods contracted to a third party.

The following assumptions have been used due to data not being obtainable or unable to be confirmed by the time of this report:

• Where specific vehicle sizes were not provided the relevant emissions factor for average vehicle size was applied in accordance with UK Government guidelines.

• Where vehicles fuel type was not provided the relevant emissions factor for unknown fuel type was applied in accordance with UK Government guidelines.

Scope emission sources

The Scope 1 emissions have been limited to the requirements of SECR, including stationary emissions, emissions from refrigerant gas losses, and mobile combustion.

The Scope 2 emissions have been limited to the requirements of SECR, including only location-based emissions.

The Scope 3 emissions have been limited to the requirements of SECR, including emissions from employee vehicles.

As a result of enhanced data capture capabilities, Scope 3 emissions relating to employee vehicles used for business travel are now included within the reporting boundary. Comparative prior year disclosures have been restated accordingly to ensure consistency and comparability between reporting periods.

Other emissions have also increased as a result of both enhanced data capturing and having a full year of Physiological Measurements Limited, a subsidiary which was acquired mid-way through the prior year.

Target and progress

While the reporting of profits is a significant indicator for Longacre Group’s performance, we recognise the importance our environmental impact has on us, our stakeholders and society at large.

The emissions of each of Longacre Group's operating groups can be broken down to demonstrate the carbon impact.

Energy efficiency initiatives

Where possible, changes to operations were implemented for the purpose of reducing energy use or emissions and management remains mindful of opportunities to operate efficiently where practical. Some more specific actions implemented during the year by some of the subsidiaries in the group include: installing energy efficient lighting, switching electricity supply to a 100% renewable energy contract, installing occupancy sensors for lighting and implementing environmental and sustainability policies and training for staff.

The directors are responsible for preparing the Annual Report 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 prepared the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

The truegroup has chosen in accordance with Companies Act 2006 s. 414C(11), to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk management, future developments and events after the reporting date.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

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

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• 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. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

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

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,359,000 (2024: £654,000).

Longacre Group Limited (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is 1 Mercer Street, London, United Kingdom, WC2H 9QJ.

The group consists of Longacre Group Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated financial statements incorporate those of Longacre Group Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

All subsidiaries have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account include the results of the acquired companies from their acquisition date. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition. Results of disposed of subsidiaries are included up to their date of disposal or cessation.

In preparing the financial statements, the directors have considered the appropriateness of the going concern basis of accounting. The financial statements show that the group has net assets of £17,129,000 (2024: £26,035,000) at the reporting date and made a profit for the year of £1,659,000 (2024: loss £1,180,000) and that the parent company has net assets of £24,212,000 (2024: £31,319,000) at the reporting date and made a profit for the year of £3,359,000 (2024: £654,000).

At the time of approving the financial statements, the directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future being at least twelve months from the date of the approval of these financial statements.

In the period following the year end, forecasts were produced and approved by the directors, taking into account the impact of the acquisitions and disposals made during the year and after year end. Run rates demonstrated by the current year cash flow and future cash flow forecast, together with financing secured, show the group can continue to operate for at least the next twelve months following the approval of these financial statements.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of

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

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 professional 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. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. Negative goodwill represents the excess fair value of the net assets acquired over the cost of acquisition of a business.

The above amounts are initially recognised as an asset at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Both positive and negative goodwill amounts are considered to have a finite useful life and are amortised on a systematic basis over their expected lives, which are 20 years. The directors regard 20 years as a reasonable estimate for the useful life of goodwill, on the basis of the acquired businesses having long-standing customer and supplier relationships, sustained product lines and experienced management teams. The business model of the group is as a long-term investor in successful businesses, focusing on the long-term sustainable development and value creation of B2B businesses and for accelerating growth.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are reviewed for impairment indicators at least annually and are tested for impairment when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

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

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

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

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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

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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

Subsidiary companies audit exemption

The company's active subsidiaries Seafox Warwick 1 Limited, Seafox Warwick 2 Limited, Seafox Merlin Limited and Seafox Bidco Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual accounts by virtue of section 479A of the Companies Act 2006.

The parent company has therefore guaranteed all existing liabilities of the above entities at 31 December 2025, and this guarantee will remain in force until those liabilities are settled.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group determines whether goodwill is impaired at each period end or otherwise when changes in events or situations indicate that the carrying value may not be recoverable. The group’s determination of whether goodwill is impaired requires an assessment of the value in use of the cash generating units to which goodwill is allocated. This requires key assumptions and judgement to be made in deriving the revenue growth rate which is based on internal forecasts, supported by predictions in the external industry. Judgement is also required in the selection of a suitable discount rate in order to calculate the present value of future cash flows.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates.

See note 16 for the carrying amount of the intangible assets and note 1.6 for the useful economic lives for each class of asset.

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

See note 17 for the carrying amount of the property, plant and equipment and note 1.7 for the useful economic lives for each class of asset.

At each reporting date, trade debtors are assessed for recoverability. If there is any evidence of impairment, the carrying amount of the debtor is reduced to its recoverable amount. The impairment loss is recognised immediately in the profit or loss.

At each reporting date, stock is assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the profit or loss.

Provisions have been made for property contracts, dilapidations and customer redress. These provisions are estimates and the actual costs and timing of future cash flows are dependent on future events. The difference between expectations and the actual future liability will be accounted for in the period when such determination is made.

In the prior year, exceptional costs relate to restructuring costs due to group acquisitions. In the current year, exceptional costs relate to closing a subsidiary, one-off bonuses paid on exit to subsidiary key management and group restructuring costs.

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

Their aggregate remuneration comprised:

There were 2 directors (2024: 2) participating in the pension scheme in the current period.

Remuneration of key management personnel for the year was £2,786,000 (2024: £2,394,000).

Impairment reviews have been carried out and impairment losses of £40,000 (2024: £531,000) have been recognised in profit or loss in respect of goodwill.

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

Discontinued operations relate to the sale of a UK subsidiary, Inspec Solutions Limited, on 15 August 2025 to an unrelated third party.

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

More information on impairment movements in the year is given in note 12.

On 14 March 2025, Express Diagnostics Limited, a subsidiary of Longacre Group Limited, acquired 100% of the share capital of Citrine Diagnostics Limited from Longacre Group Limited resulting in nil profit or loss.

On 14 March 2025, Inuvi Medical Services Limited bought back and cancelled the additional shares in the company that Longacre Group Limited purchased during the year ended 31 December 2024 resulting in nil profit or loss, reducing Longacre Group Limited's shareholding from 72.02% to 64.40%.

The company owns a number of subsidiaries as set out below. The direct interest represents the share capital owned in the holding companies. The indirect interest then represents the holding Longacre Group Limited has in their trading subsidiaries as a result of ownership in the holding companies.

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

Registered office addresses (all UK unless otherwise indicated):

Included in amounts owed by related parties falling due after more than one year, is a loan of £2,132,000 (2024: £2,132,000) to Longacre Group (Holdings) Limited, a company related by virtue of common control. Interest charged on this loan in the year was £171,000 (2024: £171,000), of which at the balance sheet date, £114,000 (2024: £454,000) has been accrued in other debtors at a rate of 8% per annum. The loan is secured by a fixed and floating charge over all the property and undertakings of Longacre Group Holdings Limited and its subsidiaries with a negative pledge.

Bank loans are secured on the individual assets of the subsidiary entities that they relate to by way of fixed and floating charges.

At 31 December 2025, the subsidiary group Pioneer Ideso Holdings Limited, was in breach of a covenant attached to its facility agreement with Barclays PLC. The breach arose because the adjusted leverage was in excess of the maximum level specified in the facility agreement. Under the terms of the agreement, the breach entitled the lender to demand immediate repayment of the loan. Consequently, the borrowings for that group of £11,761,000 have been classified as falling due within one year. After the balance sheet date, the bank loan was repaid with proceeds from disposal of subsidiaries, detail of which is set out in note 32.

The long-term loan from related parties is secured by a fixed and floating charge over the group's assets (current and future) with a negative pledge. This is part of the loan facility available to the group. Interest on the loan accumulated at 8% per annum.

Other loans are vendor loan notes relating to the purchase of subsidiaries.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Warranty provisions

Warranty provisions are made for future warranty costs expected to arise on sales made during the financial year which are expected to be utilised within one year.

Dilapidation provision

The dilapidation provision is expected to be utilised over a period of 1 to 13 years. The group has a number of property leases due to expire in 2027 which require that the property is made good on exit.

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

The deferred tax assets and liabilities set out above are expected to reverse in future periods against future profits and capital allowances which will mature.

A deferred tax asset of £1,900,170 (2024: £1,913,677) has not been recognised by the group in respect of unutilised tax losses which are available for relief against future taxable profits.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company issued 10,000 ordinary shares of £0.001 each on incorporation, with an aggregate value of £10.

The company issued 17,517,997 preference shares of £1 each on 4 October 2019, with full rights to dividends and distributions. The preference shares are redeemable only at the option of the company.

On 29 October 2020, the company repurchased 7,052,453 preference shares of £1 each at a cost of £1, which were subsequently cancelled, and these have been transferred to the capital redemption reserve.

On 12 March 2024, the company issued 416 non-voting ordinary B shares of £0.001 each for £35.52 per share. The shares carry no voting rights but have the same rights to dividends and distributions as the ordinary shares. The excess over nominal value on issue has been credited to the share premium account.

Inspec Solutions Limited

On 15 August 2025, the group disposed of its shareholding in Inspec Solutions Limited. Included in these financial statements are losses of £249,000 arising from the group's interests in Inspec Solutions Limited up to the date of its disposal.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

After the balance sheet date, on 2 April 2026, Cognesense Holdings UK Limited acquired 100% of the share capital of subsidiary company Pioneer Safety Group Limited. Following the drag-along and tag-along rights principle, Cognesense Holdings UK Limited also acquired 100% of share capital of Pyroban Group Limited and its subsidiaries.

After the balance sheet date, on 19 March 2026, the trade and assets of subsidiary company Allenwest Wallacetown Limited (formerly Allenwest Limited) were transferred into a newly incorporated limited company subsidiary, Allenwest Limited (formerly Allenwest Prestwick Limited).

After the balance sheet date, on 3 April 2026, BRUSH Group Limited acquired 100% of the share capital of subsidiary company Baldwin & Francis Limited and 100% of the share capital of subsidiary company Allenwest Limited (formerly Allenwest Prestwick Limited).

The financial effect on disposal of these subsidiaries cannot be reliably estimated because completion accounts are not yet finalised at the date of authorisation and approval of the financial statements.

After the balance sheet date, on 1 May 2026, Longacre Group Limited, the parent company, completed a capital reduction to cancel and transfer £10,466,000 of preference shares to the profit and loss reserve and transfer £7,052,000 from the capital redemption reserve to the profit and loss reserve.

After the balance sheet date, on 25 May 2026, subsidiary Dycem Limited established operations in Taiwan through the incorporation of a new subsidiary, Dycem Asia (Taiwan) Co., Ltd.

After the balance sheet date, on 30 June 2026, Longacre Group Limited acquired for a consideration of £5, 100% of the share capital of Longacre Group Holdings Limited and its subsidiaries, a group related by virtue of common control.

There are no further events after the balance sheet date that require disclosure.

The directors do not consider there to be any one ultimate controlling party.

Longacre Group Limited has provided a parent company guarantee to subsidiaries Seafox Warwick 1 Limited, Seafox Warwick 2 Limited, Seafox Merlin Limited and Seafox Bidco Limited in order to enable them to claim the exemption from audit under section 479A of the Companies Act 2006.

Guarantee of Longacre Group Holdings Limited loan

Longacre Group Limited has given a guarantee to shareholder Fox Investments (Holdings) Limited over the amounts loaned to Longacre Group Holdings Limited, a company related by virtue of common control. At the balance sheet date, the outstanding loan owed to Fox Investments (Holdings) Limited by Longacre Group Holdings Limited is £27,197,719 (2024: £18,849,983) and unpaid interest accrued is £1,956,926 (2024: £945,793).

Group

The group has taken advantage of the exemption available under FRS 102 not to disclose transactions with its 100% owned subsidiaries.

Refer to notes 21 to 24 for details on loans to and from related parties.

During the year, the group made purchases from Polyblend UK Limited, a company related by virtue of common control, of £604,000 (2024: £524,000). At the balance sheet date, included in trade creditors is £64,000 (2024: £93,000) owed to Polyblend UK Limited.