Registered number: 01882065
FOR THE YEAR ENDED 31 DECEMBER 2025
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report of Solai Holdings Limited ("the company") and its subsidiaries (together "the group") for the year ended 31 December 2025.
The principal activity of the company in the year under review is that of an investment holding company.
The predominant force behind the group's activities is the indirect operating subsidiary, Nipco Plc, along with its subsidiaries. Their core activities include acquiring, storing, and distributing petroleum products. Nipco's operations also encompass trading in Liquefied Petroleum Gas (LPG), Compressed Natural Gas (CNG), and aviation fuel, further diversifying the group's portfolio and revenue streams. Additionally, the Nipco Plc group engages in the real estate sector by leasing investment properties to corporate entities and continues its growth and presence in the hospitality industry.
In the UK, the results of the group are predominately driven by the main operating subsidiary Agri-Chemicals Limited. This entity focuses on acquiring and selling petroleum products, raw materials for the mining, food, and building sectors, as well as equipment and machinery for a broad range of clients across Africa. Additionally, other UK-based subsidiaries of the group are involved in property development, residential and commercial rentals, hospitality and investing in both private and publicly traded equities on recognised stock exchanges.
The group also has interests in shipping with its associate undertakings; Union Maritime Ltd, which is a UK based ship owner and operator of a diversified fleet of crude, product and chemical tankers, and Union Carriers Limited, which is a UK based ship owner and operator of a fleet of dry bulk vessels.
Review of business
The group operates in markets which remain highly competitive and continued to perform well. Turnover increased by 8.2% from £1,327.0m in 2024 to £1,435.8m in 2025.
Gross Profit in the year to 31 December 2025 was £121.6m (2024 - £112.7m), an increase of 7.9%.
Profit before tax in the year to 31 December 2025 was £157.9m (2024 - £138.7m), an increase of 13.9%.
The predominant force behind the group's activities is the indirect operating subsidiary, Nipco Plc, along with its subsidiaries. Their core activities include acquiring, storing, and distributing petroleum products. Nipco's operations also encompass trading in Liquefied Petroleum Gas (LPG), Compressed Natural Gas (CNG), and aviation fuel, further diversifying the group's portfolio and revenue streams. Additionally, the Nipco Plc group engages in the real estate sector by leasing investment properties to corporate entities and continues its growth and presence in the hospitality industry.
In the UK, the results of the group are predominately driven by the main operating subsidiary Agri-Chemicals Limited. This entity focuses on acquiring and selling petroleum products, raw materials for the mining, food, and building sectors, as well as equipment and machinery for a broad range of clients across Africa. Additionally, other UK-based subsidiaries of the group are involved in property development, residential and commercial rentals, hospitality and investing in both private and publicly traded equities on recognised stock exchanges.
The group also has interests in shipping with its associate undertakings; Union Maritime Ltd, which is a UK based ship owner and operator of a diversified fleet of crude, product and chemical tankers, and Union Carriers Limited, which is a UK based ship owner and operator of a fleet of dry bulk vessels.
Review of business
The group operates in markets which remain highly competitive and continued to perform well. Turnover increased by 8.2% from £1,327.0m in 2024 to £1,435.8m in 2025.
Gross Profit in the year to 31 December 2025 was £121.6m (2024 - £112.7m), an increase of 7.9%.
Profit before tax in the year to 31 December 2025 was £157.9m (2024 - £138.7m), an increase of 13.9%.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
The group operates key performance indicators (KPI's) which give an understanding of the development, performance and position of the group which are subject to regular review by the Board.
Set out below are some of the key performance indicators that the directors use to monitor the performance of the business:
The directors are of the opinion that the above figures show that the group has demonstrated a robust performance over the past year, showcasing resilience in a dynamic market environment. Net assets have increased from £692.7m to £755.1m, reinforcing the group's strong growth and capability to invest in future growth opportunities. The group's robust asset base and profitability provides a solid foundation for sustainable growth and shareholder value enhancement.
In conclusion, the directors are of the opinion that the business has shown exceptional performance, underpinned by strategic decision-making and a focus on profitability. The group is well-positioned to continue this trajectory of growth and to meet the challenges of the future with confidence and a strong financial footing.
Environmental
The group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors’ continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible.
Details of the group's CO2 emissions and energy consumption are given in the Directors' Report.
Principal risks and uncertainties
The group operates a risk-based approach to identify and manage risk. The directors review the principal risks and uncertainties pertaining to the business on a regular basis and adopt appropriate measures to mitigate such risks and uncertainties.
The group's strategic risk and operational risks remained the same over the past year with no changes in the group's portfolio. The key business risks are detailed below.
The group operates key performance indicators (KPI's) which give an understanding of the development, performance and position of the group which are subject to regular review by the Board.
Set out below are some of the key performance indicators that the directors use to monitor the performance of the business:
The directors are of the opinion that the above figures show that the group has demonstrated a robust performance over the past year, showcasing resilience in a dynamic market environment. Net assets have increased from £692.7m to £755.1m, reinforcing the group's strong growth and capability to invest in future growth opportunities. The group's robust asset base and profitability provides a solid foundation for sustainable growth and shareholder value enhancement.
In conclusion, the directors are of the opinion that the business has shown exceptional performance, underpinned by strategic decision-making and a focus on profitability. The group is well-positioned to continue this trajectory of growth and to meet the challenges of the future with confidence and a strong financial footing.
Environmental
The group recognises its corporate responsibility to carry out its operations whilst minimising environmental impacts. The directors’ continued aim is to comply with all applicable environmental legislation, prevent pollution and reduce waste wherever possible.
Details of the group's CO2 emissions and energy consumption are given in the Directors' Report.
Principal risks and uncertainties
The group operates a risk-based approach to identify and manage risk. The directors review the principal risks and uncertainties pertaining to the business on a regular basis and adopt appropriate measures to mitigate such risks and uncertainties.
The group's strategic risk and operational risks remained the same over the past year with no changes in the group's portfolio. The key business risks are detailed below.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Price Risk
The group's risks are impacted by its investment holdings, with its largest holding being within the oil and gas sector. The risks are impacted by the inherent uncertainties of the oil and gas market. Daily price monitoring systems used to determine selling prices enable the group to effectively manage the risk of gross margin erosion.
Geopolitical risk
We actively operate and explore potential opportunities in countries, regions, and cities that undergo political, economic and social transitions. Political instability, changes to the regulatory or taxation environment, international trade disputes and barriers to free trade, international sanctions, expropriation or nationalisation of property, civil strife, strikes, insurrections, acts of terrorism, acts of war and public health situations (including any future epidemic or pandemic). These factors have the potential to disrupt or limit our operational activities, impacting the company's ability to execute its strategy.
Currency Risk
As a global business the group faces the risk of currency fluctuations. The group is exposed to translation and foreign exchange risk as those currencies become stronger or weaker against the Pound Sterling (£). The financial results are presented in Pound Sterling (£) and these results are sensitive to either a relative strengthening or weakening of the Pound Sterling (£) against the major currencies the group is exposed to.
Credit risk
The group’s credit risk is primarily attributable to its trade debtors. The amounts presented in the statement of financial position are net of provisions for doubtful debts. The group manages its concentration of credit risk with exposure spread over a number of customers and manages its overall exposure by taking stage payments from its customers.
Liquidity risk
The group’s liquidity risk and ability to meet its obligations as they fall due are considered well managed, being supported by substantial cash balances and positive cashflows from the groups trading activity. The group places particular importance on management of its cash resources with vigorous planning and regular reviews of the group's spend and cash inflow from operations.
Interest rate cash flow risk
The group has both interest-bearing assets and interest-bearing liabilities. Interest bearing assets include mainly cash at bank, all of which earn interest at variable rates. Interest bearing liabilities relate to bank facilities.
The group is proactively seeking refinancing opportunities, diversifying its investments, enhancing operational efficiencies, and negotiating to fix rates to manage borrowing costs and uphold financial stability.
Inflation
Global economies are seeing a period of volatility in inflation rates, causing uncertainty in the cost of goods and services. The group continues to review the commercial terms and evolving inflation rates to ensure minimal impact.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Cyber risk
In today's digital age, cyber threats pose a significant and evolving challenge to our operations, reputation, and stakeholder confidence. Recognising this, cyber risk management remains a pivotal aspect of our strategic planning. We are committed to safeguarding our digital infrastructure, intellectual property, and customer data against potential cyber-attacks. We continue to review and invest where appropriate in the development and maintenance of our IT infrastructure, systems and processes and information security. We operate a firewall and anti-virus software, monitor any attempted breaches and take action where necessary to ensure our infrastructure remains robust and appropriate.
Statement in relation to section 172(1) Companies Act 2006
This statement which forms part of the Strategic Report, is intended to show how the company's directors have approached and met their responsibilities under section 172 Companies Act 2006 during 2025. The statement has been prepared in response to the obligations as set out in the Companies (Miscellaneous Reporting) Regulations 2018.
As required by section 172 of the UK Companies Act 2006, a director of a company must act in a way he/she considers, in good faith, would most likely promote the success of the company for the benefit of its members. In doing this, the director must have regard, amongst other matters, to:
- The likely consequences of any decisions on the long-term;
- The interests of the group's employees;
- The need to foster the group's business relationships with suppliers, customers, and others;
- The impact of the group's operations on the community and environment,
- The desirability of the group maintaining a reputation for high standards of business conduct;
- The need to act fairly between shareholders of the group.
As part of the Board’s decision-making process, consideration of key stakeholder interests and the potential impact decisions have on each group is vital. Our various engagement processes provide us with a better understanding of what matters to our stakeholders, their views and requirements, and the consequences of any decision, which are then considered in the business decisions made by the Board. The Board also strive to embed this decision-making principal throughout all levels of the group. Our key stakeholder groups are set out below.
• Employees – the strength of the group is built on a committed, motivated team of employees. Our colleagues rely on us to provide steady employment and opportunities to realise their potential in a working environment where they can perform to their best.
• Customers – we aim to build strong, long-lasting relationships with our customers. This is based on a commitment to deliver a quality service that our customers can rely upon.
• Supply chain – we depend on all levels of our supply chain to provide the materials, labour and infrastructure that are essential to operate our business. We ensure a robust pre-approval and ongoing monitoring process to develop the relationship with our supply chain and provide future opportunities for our suppliers.
• Communities and the Environment – communities and the wider public expect us to act as a responsible group and neighbour, and to minimise any adverse impact we might have on local communities and the environment.
• Public Bodies and Regulators – we seek to enjoy a constructive and cooperative relationship with the bodies that authorise and regulate our business activities. This helps us maintain a reputation for high standards of business conduct. They expect us to comply with applicable law, regulations and licence conditions.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Outlook
As the group broadens its portfolio across different industries and locations, its challenges become more complex and widespread. The oil and gas sector is swayed by international market prices and regulatory shifts, while hospitality responds to domestic economic and tourism fluctuations. Introducing precious metals production and exploration adds further diversity and new challenges like market volatility and geographical concerns. The company must navigate these intricacies, adjusting to both UK and international landscapes. Its success hinges on skillfully balancing this diverse portfolio, seizing opportunities, and responding to the unique demands of each market and sector.
Future development
The group is committed to sustaining growth by leveraging its current, successful business framework. We aim to naturally expand the company by utilising our well-established networks and remain vigilant in assessing the market for potential investment opportunities in promising industries. Please refer to note 33 of the consolidated financial statements for post balance sheet events.
Strategically, the group has broadened its investment portfolio to encompass indirect investments in both privately held and publicly traded firms on a reputable stock exchange.
This statement is provided in accordance with section 414CB of the Companies Act 2006. It summarises the policies, activities and outcomes relevant to environmental, social, employee, human-rights and anti-corruption matters across the group.
Business Model
Solai Holdings Limited is a diversified international group engaged through its subsidiaries and joint ventures in the acquisition, storage and distribution of petroleum products, trading in Liquefied Petroleum Gas (LPG), Compressed Natural Gas (CNG) and aviation fuel, real-estate investment and development, hospitality, mining and exploration, and shipping operations.
The group’s strategy focuses on long-term sustainable growth, balancing commercial objectives with responsible management of environmental and social impacts.
Environmental Matters
The group recognises its responsibility to minimise environmental impact and to promote the efficient use of resources.
Through its principal subsidiary, Nipco Plc and its subsidiaries, as well as the group's other operating companies, the group maintains internationally recognised standards of environmental management. Regular audits and monitoring ensure compliance with applicable legislation and continuous improvement in environmental performance.
Key initiatives during 2025 included:
Business Model
Solai Holdings Limited is a diversified international group engaged through its subsidiaries and joint ventures in the acquisition, storage and distribution of petroleum products, trading in Liquefied Petroleum Gas (LPG), Compressed Natural Gas (CNG) and aviation fuel, real-estate investment and development, hospitality, mining and exploration, and shipping operations.
The group’s strategy focuses on long-term sustainable growth, balancing commercial objectives with responsible management of environmental and social impacts.
Environmental Matters
The group recognises its responsibility to minimise environmental impact and to promote the efficient use of resources.
Through its principal subsidiary, Nipco Plc and its subsidiaries, as well as the group's other operating companies, the group maintains internationally recognised standards of environmental management. Regular audits and monitoring ensure compliance with applicable legislation and continuous improvement in environmental performance.
Key initiatives during 2025 included:
∙Expansion of LPG and CNG operations supporting the transition to cleaner fuels;
∙Investment in upgraded fuel-handling and storage infrastructure to reduce vapour losses and improve energy efficiency;
∙Waste-management programmes emphasising segregation, recycling and pollution prevention; and
∙Employee and contractor environmental-awareness training across operating sites.
Details of the group’s energy consumption, greenhouse-gas emissions and energy-efficiency actions are given in the Directors' Report.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Employees and Health & Safety
The group’s success depends on its people. It is committed to maintaining a safe, fair and inclusive working environment, providing training, professional development and equal-opportunity policies throughout its operations.
Health, safety and environmental (HSE) management systems operate across the group, reflecting the higher-risk profile of its petroleum, shipping and mining activities. Regular safety drills, equipment inspections and independent audits are undertaken to ensure compliance with international standards and local regulations.
Employee engagement and continuous learning are promoted through structured programmes designed to enhance technical and leadership skills.
Social and Community Engagement
The group is committed to supporting the economic, cultural, social and educational well-being of communities where it has a significant presence, by investing in innovative programmes, approaches and solutions in the civic, arts, education, health, human services areas, developing products and solutions that provide benefit to communities at large.
Respect for Human Rights
The group supports and upholds the principles of the UN Universal Declaration of Human Rights. Policies are in place to ensure respect for human rights across all operations and supply chains, and to avoid complicity in any human-rights abuses.
Anti-Bribery and Corruption
The group operates a zero-tolerance policy towards bribery, corruption and unethical conduct. All employees and business partners must comply with the UK Bribery Act 2010 or equivalent international legislation. Internal controls, training and reporting mechanisms are maintained to detect and prevent breaches.
Governance and Oversight
Sustainability and non-financial risks are monitored by the Board as part of the Group’s wider governance framework. Key non-financial risks include environmental and climate-related risks, health and safety, ethical compliance and cybersecurity. These are reviewed periodically to ensure that appropriate mitigation measures are in place and that sustainability considerations are embedded within strategic and operational decision-making.
Outlook
The group remains committed to sustainable, responsible growth. Future priorities include:
The group’s success depends on its people. It is committed to maintaining a safe, fair and inclusive working environment, providing training, professional development and equal-opportunity policies throughout its operations.
Health, safety and environmental (HSE) management systems operate across the group, reflecting the higher-risk profile of its petroleum, shipping and mining activities. Regular safety drills, equipment inspections and independent audits are undertaken to ensure compliance with international standards and local regulations.
Employee engagement and continuous learning are promoted through structured programmes designed to enhance technical and leadership skills.
Social and Community Engagement
The group is committed to supporting the economic, cultural, social and educational well-being of communities where it has a significant presence, by investing in innovative programmes, approaches and solutions in the civic, arts, education, health, human services areas, developing products and solutions that provide benefit to communities at large.
Respect for Human Rights
The group supports and upholds the principles of the UN Universal Declaration of Human Rights. Policies are in place to ensure respect for human rights across all operations and supply chains, and to avoid complicity in any human-rights abuses.
Anti-Bribery and Corruption
The group operates a zero-tolerance policy towards bribery, corruption and unethical conduct. All employees and business partners must comply with the UK Bribery Act 2010 or equivalent international legislation. Internal controls, training and reporting mechanisms are maintained to detect and prevent breaches.
Governance and Oversight
Sustainability and non-financial risks are monitored by the Board as part of the Group’s wider governance framework. Key non-financial risks include environmental and climate-related risks, health and safety, ethical compliance and cybersecurity. These are reviewed periodically to ensure that appropriate mitigation measures are in place and that sustainability considerations are embedded within strategic and operational decision-making.
Outlook
The group remains committed to sustainable, responsible growth. Future priorities include:
∙Increasing investment in low-carbon and renewable-energy opportunities;
∙Enhancing data collection and reporting across all operations;
∙Strengthening governance structures for sustainability oversight; and
∙Continuing to support employees and communities through targeted programmes.
The Board believes that integrating environmental and social responsibility into the group’s strategy is essential to maintaining long-term value and resilience.
This report was approved by the board on 6 October 2026 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation and minority interests, amounted to £106.4m (2024 - £116.9m). Dividends of £4m (2024 - £5m) were paid during the year.
The directors who served during the year were:
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Please refer to the Strategic Report on pages 1 and 6 for activities and the likely future developments of the group and a discussion of the risks and uncertainties.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The group recognises its corporate responsibility to operate in a manner that minimises environmental impacts. The directors remain committed to complying with all applicable environmental legislation, preventing pollution, and reducing waste wherever possible.
During the year, the group’s total energy usage in the UK, encompassing electricity, gas, and transport fuel, amounted to 3,866,508 (2024 - 4,403,746.7) kWh. This resulted in total greenhouse gas emissions of 761.41 (2024 - 838.66) metric tonnes (MT) of CO2 equivalent (CO2e).
This year marks a continued commitment to monitoring and improving our environmental performance. The company plans to enhance its environmental performance by:
During the year, the group’s total energy usage in the UK, encompassing electricity, gas, and transport fuel, amounted to 3,866,508 (2024 - 4,403,746.7) kWh. This resulted in total greenhouse gas emissions of 761.41 (2024 - 838.66) metric tonnes (MT) of CO2 equivalent (CO2e).
This year marks a continued commitment to monitoring and improving our environmental performance. The company plans to enhance its environmental performance by:
∙Collaborating with suppliers to increase the procurement of renewable energy;
∙Reducing energy consumption through operational efficiencies and staff engagement;
∙Replacing current infrastructure to improve energy efficiency.
Methodology
The group uses the Greenhouse Gas (GHG) Protocol to calculate its energy consumption and associated emissions. Energy data is gathered from utility bills (electricity in kWh, gas in m³ or kWh, and transport fuel in litres), converted to kWh, and aggregated. Emissions are calculated by applying UK-specific emission factors, sourced from the UK Government’s Greenhouse Gas Reporting Conversion Factors (2025).
To measure emissions intensity relative to the size of our operations, we calculated our CO2 output per square foot across our operating sites. The resulting figure was 4.96 (2024 - 5.46) kg CO2e per square foot. This benchmark will serve as a valuable metric to assess year-on-year progress in reducing emissions.
The group uses the Greenhouse Gas (GHG) Protocol to calculate its energy consumption and associated emissions. Energy data is gathered from utility bills (electricity in kWh, gas in m³ or kWh, and transport fuel in litres), converted to kWh, and aggregated. Emissions are calculated by applying UK-specific emission factors, sourced from the UK Government’s Greenhouse Gas Reporting Conversion Factors (2025).
To measure emissions intensity relative to the size of our operations, we calculated our CO2 output per square foot across our operating sites. The resulting figure was 4.96 (2024 - 5.46) kg CO2e per square foot. This benchmark will serve as a valuable metric to assess year-on-year progress in reducing emissions.
Governance and Climate Strategy
The group’s governance arrangements for assessing and managing climate-related risks and opportunities are overseen by the Board of Directors. The board is responsible for ensuring that climate-related factors are integrated into strategic decision-making, risk management, and business operations. Climate-related risks are assessed on an ongoing basis and incorporated into:
The group’s governance arrangements for assessing and managing climate-related risks and opportunities are overseen by the Board of Directors. The board is responsible for ensuring that climate-related factors are integrated into strategic decision-making, risk management, and business operations. Climate-related risks are assessed on an ongoing basis and incorporated into:
∙Business continuity planning;
∙Strategic development and investment decisions;
∙Operational planning and performance evaluations.
Commitments and future goals
The group has set targets to:
∙Reduce carbon emissions by improving energy efficiency across all operations;
∙Decrease energy consumption through behavioural change initiatives, technological improvements and joining energy efficiency programmes;
∙Increase renewable energy use, working collaboratively with suppliers and stakeholders to achieve this.
Additionally, the group is committed to capitalising on climate-related opportunities, such as adopting innovative energy solutions and embedding sustainability into all aspects of its operations. Through these efforts, we aim to contribute to a more sustainable future while ensuring the long-term resilience and success of the business.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Information relating to events since the end of the year is given in the notes to the financial statements.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on 6 October 2026 and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLAI HOLDINGS LIMITED
We have audited the financial statements of Solai Holdings 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 and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLAI HOLDINGS LIMITED (CONTINUED)
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 set out on page 7, 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 the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLAI HOLDINGS LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, environmental and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the Company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLAI HOLDINGS LIMITED (CONTINUED)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 14
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2026.
The notes on pages 26 to 60 form part of these financial statements.
Page 17
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 October 2026 .
The notes on pages 26 to 60 form part of these financial statements.
Page 18
