The directors present the Strategic report for the year ended 31 December 2025.
The Company is a UK-registered limited company specialising in the design, engineering, procurement, and delivery of large-scale infrastructure and construction projects. In addition to its role as an engineering and construction contractor, the Company also acts as a management contractor, providing advisory and coordination services in relation to the procurement of goods and services sourced from the United Kingdom and Europe.
The Group's procurement and delivery activities are conducted in accordance with internationally recognised standards, including export credit agency (ECA) and aligned frameworks and applicable environment, social and governance (ESG) requirements.
During the financial year under review, the Group's principal operations were concentrated in the Republic of Togo, West Africa. The Group continued to play a significant role in the development of strategic national infrastructure, with active involvement in major transport projects, including highway construction projects.
During 2025, the Group continued the rehabilitation of National Route NR14. Revenue for the year increased by 40% to £18.9 million (2024: £13.5 million), reflecting progress on long-term contracts. Operating profit was £0.9 million (2024: £0.5 million loss).
The Board acknowledges that the Group’s activities are subject to a range of risks inherent to the delivery of large-scale infrastructure projects in emerging markets. These risks are actively identified, monitored, and managed through established governance arrangements, internal control systems, and alignment with internationally recognised standards, including the IFC Performance Standards, the Equator Principles, and World Bank Group Environmental, Social and Health and Safety (ESHS) best practices.
Risk management is supported by a combination of internal audits, external and independent reviews, and ongoing monitoring undertaken by independent environmental and social (E&S) advisors, including internationally recognised firms such as Ramboll UK and SLR Consulting UK, as well as specialised local E&S consultants and, where appropriate, non-governmental organisations.
The Group has implemented a comprehensive suite of environmental, social, health and safety, and management plans designed to identify, mitigate, and monitor project-related risks throughout the project lifecycle. These plans are developed in line with applicable international standards and local regulatory requirements and are regularly reviewed and updated as projects progress.
All key environmental and social documentation, management plans, and monitoring frameworks are subject to review and validation by the Group’s lenders and relevant stakeholders, and, where applicable, by the client, being the Government of the Republic of Togo, as part of the project approval and oversight process.
Political and Regulatory Risk: The Group’s operations in the Republic of Togo expose it to potential changes in government policy, regulatory frameworks, permitting regimes, and broader political or macroeconomic conditions. To mitigate these risks, the Group maintains ongoing engagement with relevant government authorities, lenders, and international partners, and structures its projects in line with established public-sector processes and internationally accepted contractual and compliance standards.
Foreign Exchange Risk: A significant portion of the Group’s revenues and project-related cash flows are denominated in West African CFA francs, while a substantial share of costs and corporate obligations are denominated in sterling or other foreign currencies. Fluctuations in exchange rates may therefore impact financial performance. The Group actively monitors currency exposure and, where appropriate, implements hedging and contractual risk-sharing mechanisms to manage foreign exchange risk.
Operational Risk: The execution of large-scale infrastructure and construction projects involves inherent operational risks, including those related to project delivery, cost control, health and safety, contractor performance, and supply chain continuity. The Group mitigates these risks through robust project management systems, contractual safeguards, and continuous oversight. In line with IFC and World Bank EHS Guidelines, the Group places particular emphasis on health, safety, and workforce training, and continues to strengthen its internal risk management and compliance frameworks.
Environmental and Social Risk: Infrastructure projects may give rise to environmental and social impacts, including land use, community relations, labour conditions, and biodiversity considerations. The Group manages these risks by embedding environmental and social risk management processes into its operations, consistent with the IFC Performance Standards and the Equator Principles. This includes environmental and social impact assessments, stakeholder engagement, grievance mechanisms, and ongoing monitoring to ensure responsible construction practices and alignment with community and lender expectations.
Financial Risk Management
The Group is exposed to a range of financial risks arising from its operations and financing arrangements. The Board recognises that effective financial risk management is essential to safeguard shareholder value, support the Group’s going concern position, and maintain financial stability. Financial risks are monitored on an ongoing basis through Board oversight, internal controls, and regular financial reporting.
The principal financial risks faced by the Group are liquidity risk, credit risk, market risk (including interest rate and foreign exchange risk), and capital risk. The Group’s approach to managing these risks is set out below.
Liquidity Risk
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Group manages liquidity risk through a combination of prudent cash management and forward planning, including:
Maintaining adequate cash reserves and access to committed facilities where appropriate.
Regular forecasting and stress testing of cash flows under various operational and market scenarios.
Ongoing monitoring of compliance with financial covenants and contractual obligations.
As at 31 December 2025, the Group held cash and cash equivalents of £2.7 million, providing a strong liquidity position to support current operations and near-term commitments.
Credit Risk
Credit risk arises from the potential failure of counterparties to meet their contractual obligations. The Group’s exposure to credit risk primarily relates to trade receivables and cash deposits. Credit risk is managed through the following measures:
Assessment of customer creditworthiness prior to the granting of credit terms.
Monitoring of concentration risk to limit exposure to any single counterparty.
Placement of cash deposits only with financial institutions holding a minimum credit rating of BBB or equivalent.
The Group did not experience any material credit losses during the financial year.
Market Risk
Market risk represents the risk that changes in market variables may adversely affect the Group’s financial performance or financial position. Market risk includes interest rate risk and foreign exchange risk.
Interest Rate Risk: The Group’s borrowings are unsecured. Exposure to interest rate movements is managed primarily through natural hedging, taking into account the structure and duration of borrowings and cash balances.
Foreign Exchange Risk: The Group operates internationally and is exposed to fluctuations in foreign exchange rates arising from revenues, costs, and cash flows denominated in foreign currencies. Foreign exchange exposure is continuously monitored, and contractual and operational measures are used, where appropriate, to mitigate volatility.
Capital Risk
The Group’s objective in managing capital is to maintain a strong and flexible capital structure that supports ongoing operations and business growth while delivering sustainable returns to shareholders. Capital levels and funding arrangements are regularly reviewed by the Board. The Group’s borrowings are unsecured, providing operational flexibility while maintaining prudent leverage.
The Board monitors the Group's performance using a combination of financial and non-financial key performance indicators. The financial KPIs are:
KPI | 2025 | 2024 | Commentary |
Revenue (£m) | 18.9 | 13.5 | Growth driven by progress on contracts |
Operating Profit/(Loss) (£m) | 0.9 | (0.5) | As expected on budget and progress of projects |
Non-financial KPIs:
The Board monitors key non-financial performance indicators relevant to the Group’s operations and the safe, timely and responsible delivery of its construction projects. These include, among others, health and safety performance, progress against key project milestones, workforce development and training, environmental and social (E&S) performance and compliance, and community engagement.
The Group is further enhancing its non-financial performance reporting framework as it grows, with a focus on strengthening the consistency, measurability and comparability of key indicators in future reporting periods.
Environmental, Social and Governance (ESG)
The Group is committed to conducting its activities in a sustainable, responsible, and ethical manner, integrating environmental, social, and governance considerations into its operations and decision-making processes. Oversight of ESG matters is exercised by the Board and embedded within the Group’s governance framework, internal controls, and risk management systems.
Environmental: The Group manages environmental risks in accordance with internationally recognised standards, including the IFC Performance Standards, the Equator Principles, and World Bank Group Environmental, Social and Health and Safety (ESHS) best practices. Environmental management is supported by internal monitoring and independent external reviews conducted by internationally recognised environmental and social advisors, including Ramboll UK and SLR Consulting UK, as well as specialised local environmental consultants. The Group has implemented environmental management plans to identify, mitigate, and monitor project-related impacts throughout the project lifecycle. These measures include controls on emissions and waste, protection of biodiversity, optimisation of logistics, and the adoption of more energy-efficient machinery, with the objective of reducing the environmental footprint of operations.
Social: The Group recognises the importance of managing social risks and maintaining constructive engagement with local communities and stakeholders. Social risk management is carried out in line with the IFC Performance Standards and World Bank best practices, supported by internal oversight and independent assessments by external advisors and local social consultants. Key social measures include the use of local labour where feasible, development of local skills and talent, adherence to labour and occupational health and safety standards, and structured stakeholder engagement processes. Grievance mechanisms and community engagement plans are in place to ensure that social impacts are identified, monitored, and addressed responsibly throughout project execution.
Governance: The Group maintains a robust governance framework designed to promote ethical conduct, regulatory compliance, and effective risk management. Governance oversight is exercised by the Board and supported by formal policies, procedures, and internal controls aligned with international best practices. The Group has implemented policies covering anti-money laundering (AML), anti-bribery and corruption (ABC), sanctions compliance, conflicts of interest, and ethical conduct, consistent with applicable UK legislation and standards relevant to export credit agencies and development finance institutions. These policies are supported by employee training, counterparty due diligence, and whistleblowing mechanisms. Compliance with governance and ESG requirements is monitored through internal audits and independent external reviews, including assessments conducted by lenders and third-party advisors. Where applicable, ESG documentation, management plans, and compliance frameworks are reviewed and validated as part of financing arrangements and contractual oversight by the client, being the Government of the Republic of Togo.
The Group’s strategy is focused on delivering sustainable growth through the responsible development of infrastructure projects, underpinned by strong partnerships, operational efficiency, and local capacity building.
The key pillars of the Group’s strategy are:
Sustainable Growth: Expanding the Group’s portfolio of civil engineering and infrastructure projects in the Republic of Togo and selected neighbouring West African markets, with a focus on projects aligned with national development priorities and international financing standards.
Partnerships: Strengthening long-term relationships with government ministries, development finance institutions, export credit agencies, and international contractors to support the origination and execution of large-scale infrastructure projects.
Innovation and Efficiency: Investing in modern construction technologies, digital project management tools, and process optimisation to improve operational efficiency, enhance cost control, and support timely project delivery.
Talent Development: Building local capacity through the training and development of Togolese engineers and construction workers, contributing to skills transfer, workforce development, and the long-term sustainability of the Group’s operations.
Looking ahead, the Board believes that the Group is well positioned to benefit from continued infrastructure investment across West Africa. While global economic conditions remain uncertain, sustained demand for resilient transport and energy infrastructure in emerging markets is expected to provide a strong pipeline of opportunities aligned with the Group’s strategic objectives.
The Directors have acted in good faith to promote the success of the Group for the benefit of its members as a whole, having regard to the matters in section 172(1)(a)–(f) of the Companies Act 2006. The Board considered these matters through regular financial, operational, health and safety, and environmental and social reporting, together with engagement with employees, the Government of the Republic of Togo as customer, lenders and export credit parties, suppliers and contractors, local communities and specialist advisers.
A principal focus during 2025 was the continued delivery of the NR14 road rehabilitation project. In overseeing the project, the Board considered the long-term contribution to the Group’s order book and reputation, the customer’s requirements and financing conditions, the ability of contractors and suppliers to deliver safely and on time, and the effects on employees, local communities and the environment. Feedback and monitoring informed the continued use of environmental and social management plans, contractor controls, workforce training, stakeholder engagement and grievance procedures, supported by independent advisers. These measures were intended to maintain compliance with applicable local requirements, the IFC Performance Standards, World Bank Group EHS Guidelines and lender requirements, while supporting transport connectivity, local employment and skills development in Togo.
The Board also prioritised liquidity and financial resilience, considering cash-flow forecasts, project receipts and payments, financing obligations, foreign-exchange exposure and the interests of employees, suppliers, lenders and the customer. No dividend was proposed and cash was retained to support operations and meet obligations as they fell due. At 31 December 2025, the Group held £2.7 million of cash and cash equivalents and net current liabilities had increased from £13.0 million to £15.6 million.
The Board regarded workforce safety, fair treatment, retention and skills development as important to sustainable delivery. Employees were engaged through unions, staff councils and meetings, and the Group continued occupational health and safety arrangements, training and the use and development of local labour where feasible. Supplier and contractor relationships were managed through due diligence, contractual safeguards and performance oversight. Policies covering anti-bribery and corruption, anti-money laundering, sanctions, conflicts of interest, ethical conduct and whistleblowing supported high standards of business conduct. Taken together, these considerations enabled the Board to balance short-term delivery and liquidity requirements with the likely long-term consequences for the Group and its stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 11.
No ordinary dividends were paid during the current or prior period. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
At the date 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 and have therefore adopted the going concern basis of accounting.
In reaching this conclusion, the directors considered the Group’s net liabilities of £5,382,532 and net current liabilities of £15,584,279, including non-cash deferred income of £10,588,304, together with related-party loans of £12,660,413 for which repayment will not be requested until sufficient funds are available. They also considered the Togolese VAT reassessment disclosed in the contingent liability note. Having reviewed the Group’s forecasts and available financial support, the directors concluded that no material uncertainty exists in relation to going concern.
The directors have chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the 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 future developments and financial risk management.
We have audited the financial statements of Hitech Construction Africa 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).
Basis for opinion
Emphasis of matter - Contingent liabilities
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
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.
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.
At the planning stage of the audit, we gain an understanding of the laws and regulations which apply to the company and how management seeks to comply with those laws and regulations. This helps us to plan appropriate risk assessments.
During the audit, we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:
a. Reviewing the controls set in place by management;
b. Making enquiries of management as to whether they consider fraud or other irregularity may have taken
place, or where such opportunity might exist;
c. Challenging management assumptions with regard to accounting estimates such as stage of completion
of the projects; and
d. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with laws and regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
The notes on pages 17 to 32 form an integral part of these financial statements.
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 loss for the year was £1,793,763 (2024: £2,143,355 profit).
Hitech Construction Africa Limited (the "company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Second Floor, Berkeley Square House, London, England, W1J 6BD.
The group consists of Hitech Construction Africa Limited and its subsidiary.
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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
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 £1.
The financial statements have been prepared under the historical cost convention. 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; and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Hitech Construction Africa Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the date 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 and have therefore adopted the going concern basis of accounting.
In reaching this conclusion, the directors considered the Group’s net liabilities of £5,382,532 and net current liabilities of £15,584,279, including non-cash deferred income of £10,588,304, together with related-party loans of £12,660,413 for which repayment will not be requested until sufficient funds are available. They also considered the Togolese VAT reassessment disclosed in the contingent liability note. Having reviewed the Group’s forecasts and available financial support, the directors concluded that no material uncertainty exists in relation to going concern.
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.
When payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
The group's turnover is project driven and therefore turnover is recognised based on project percentage complete which is determined based on certifications provided by surveyors appointed by the main customer.
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.
Other investments are initially measured at cost and subsequently measured at cost less any impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
In the parent company financial statements, investments in subsidiaries 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.
At each reporting 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.
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 and company's balance sheet when the group/company 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 trade and other debtors, amounts owed by group undertakings 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, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group/company 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/company after deducting all of its liabilities.
Basic financial liabilities, including trade and other creditors, and other borrowings, 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/company's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the parent company are recorded at the proceeds received, net of transaction costs.
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the reporting date. All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income.
Assets and liabilities of the overseas subsidiary are translated into the group's presentation currency at the rate ruling at the reporting date. Income and expenses of the overseas subsidiary are translated at the average rate for the year, as the directors consider this to be a reasonable approximation to the rate at the date of the transaction. Translation differences are recognised in other comprehensive income and accumulated in equity.
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 directors consider there to be no key judgements that are material to the group or parent company.
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 group’s turnover is project driven and therefore turnover is recognised based on project percentage complete which is determined in line with the milestones stipulated by the underlying customer contract. The group has a customer contract that spans more than one accounting period.
The key estimate in this area is the percentage of the project completion at the reporting date. This is determined by the project surveyors appointed by the main customer, by reference to the progress against the milestones stipulated by the underlying contract. The directors review the work in progress related balances at the reporting date.
During the year, the Group identified that cumulative foreign currency translation differences arising on the translation of its overseas subsidiary had previously been included within profit and loss reserves. Comparative amounts have been re-presented to show these balances separately within the currency translation reserve. The reclassification has no impact on net assets, profit or loss, total comprehensive income or total equity.
Turnover relates entirely to services provided in Africa.
The amortisation and depreciation charges are included within cost of sales.
Exchange gains includes £228,600 losses (2024: £378,744 gains) of non-cash foreign exchange movements on borrowings, as set out further in note 26.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The directors remuneration for the current and prior year is £nil.
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
In June 2025, the parent company acquired 11% of the issued share capital in Aqua Africa Ltd. for total consideration of £150,000.
In October 2025, the parent company established the subsidiary company Hitech Construction Middle East Limited, based in Abu Dhabi, for total consideration of £24,133.
Details of the company's subsidiary at 31 December 2025 are as follows:
Amounts owed by group undertakings are unsecured, do not bear interest and are repayable on demand.
The company has a loan payable to South Energyx Development F.Z.E for £6,334,972 (2024: £5,945,212). This loan is unsecured, payable on demand and bears interest at a rate of 7% per annum. The loan is denominated in Euros.
The company also has a loan payable to Hitech Construction Company Limited for £1,332,476 (2024: £1,237,816). This loan is unsecured, repayable on demand and bears interest at a rate of 8% per annum.
The subsidiary also has outstanding loans payable to Hitech Construction Company Limited, amounting to a total of £4,992,965 (2024: £3,960,663). These loans are unsecured, repayable on demand and bears interest at a rate of 8% per annum. The loans are denominated in US Dollars.
The ordinary shares have attached to them full voting, dividend and capital distribution rights. They do not confer any right to redemption.
Represents cumulative profits or losses, net of distributions to owners.
Currency translation reserve
Represents cumulative exchange rate differences arising when translating foreign subsidiary financial statements into the parent company's reporting currency.
During the year, the Togolese subsidiary was subject to a tax audit covering the 2022 to 2024 financial years, which resulted in total reassessments, including penalties, of FCFA 4,386 million. Of this amount, FCFA 381 million has been recognised in respect of business licence tax, minimum flat-rate tax (IMF) and Tax on Income from Movable Capital (IRCCM). The remaining FCFA 4,005 million relates to a VAT reassessment and associated penalties, which the subsidiary disputes. In support of its position, the Togolese Ministry of Economy and Finance has confirmed that, under the protocol agreement dated 25 May 2021 relating to the project, disbursements were made without VAT. Based on this confirmation and the information currently available, the directors consider that an outflow of economic benefits is not probable and, accordingly, no provision has been recognised. The ultimate outcome and any resulting financial effect cannot presently be determined with sufficient reliability.
At the reporting date, the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In accordance with Section 33.1A of FRS 102, related party transactions and outstanding balances between the parent company and its wholly owned subsidiary have not been disclosed.
At the reporting date, the parent company owed £6,334,972 (2024: £5,945,212) to South Energyx Development F.Z.E, a company with the same ultimate beneficial owners.
The parent company also owed £1,332,476 (2024: £1,237,816) to Hitech Construction Company Limited, a company with the same ultimate beneficial owners. At the reporting date, the subsidiary also owed £4,992,965 (2024: £3,960,663) to Hitech Construction Company Limited. The subsidiary was also owed £15,605 from companies with the same beneficial owners.