The directors present the strategic report for the period ended 1 April 2026.

The principal activity of the company is the provision of structural repair, refurbishment and maintenance of bridges and structures.

Results overview and dividends

The profit on ordinary activities before taxation for the period is £4.5m (2025: £2.6m). An interim dividend of £5.4m was paid during the period (2025: nil). No final dividend is proposed (2025: nil).

The profit after tax for the period is £4.5m (2025: £2.6m).

Business review

Reported turnover for the period is £29m (2025: £19m).

The directors aim to maintain the company's core values of quality, safety and client satisfaction whilst delivering engineering solutions tailored to our clients' requirements.

The company enjoys partnering arrangements to deliver agreed packages of work with certain clients and actively tenders for other projects. This approach and the Board's focus on sector diversification ensure that the company is not solely reliant on limited clients in a single market.

Current trading and prospects

The Board remains focused on delivering work across its core market of Bridge and Structure repairs and restoration.

Operational activity during the period generated turnover of £29m compared to £19m in the previous year ended 31 March 2025.

The company enters the new financial period to 31 March 2027 with secured work in hand of £13m and a pipeline of £62m from which to draw its opportunities. The company is trading satisfactorily, as at the date of this report, and the directors are confident that this will continue.

Review of key performance indicators

The directors monitor the following key indicators of performance:    

2026     2025

Employees and environmental    

Accident frequency rate (RIDDOR)     0.00     0.00

Percentage of working time lost due to sickness           2.1%     2.3%

Environmental orders     Nil     Nil

Order frequency

Tenders won     7 7

Strike rate (tenders won/total tenders)     50.0%     47.0%

Financial indicators        

Turnover per employee     £450,000     £278,000

Gross profit %     23.2%     21.1%

Overhead/sales %     7.9%      7.6%

Asset turnover (turnover/total assets less cash and bank balances) 2.9     2.3

Net current assets/sales %     9.3%     23.9%

Shareholders' funds     £3,696,000     £4,593,000

Business and risk management

The Board recognises that effective risk management is critical to maintaining sustainable growth, protecting stakeholder interests, and delivering long-term value. The Board has responsibility for the company's system of internal control and for reviewing its effectiveness in safeguarding shareholders' investments and the company's assets. The role of management is to implement Board policies on risk and controls which are designed to manage rather than eliminate the risk of failure to achieve business objectives.

The principal risks and challenges are reviewed by the Board at each of its scheduled meetings in order to assess whether the overall risk profile of the company is being maintained at an appropriate level. Additionally, the company's auditors report to the Board any material risks identified during the annual audit. The company maintains appropriate insurance cover that is reviewed each year with its insurance brokers.

Risks

The main risks of the company, as identified by the Board are: -

i. Pursuit of appropriate strategies

Control measures include continuous monitoring of the markets in which the company operates, regular management strategic reviews, setting of budgets that represent implementation of strategies, monitoring of reported results and forecasts and holding 'lessons learned' workshops with senior staff.

ii. Contract risk

Control measures include a detailed, regular review of the risks associated with all contracts throughout the tender stage. Where contracts are of large value additional external advice is sought by the company, prior to entering into contract, to explore all risks associated with delivery of the project.

iii. Retaining and recruiting the right staff

The business continues to offer market leading employment packages and benefits to recruit and retain key staff in its specialist areas of operation. The business has invested in securing an internal recruitment specialist to source new recruits and a personal Development Director to maximise the personal growth and development of its employees. The business has also implemented a future leaders and senior management development programme to support its growth aspirations.

iv. Meeting the expectations of customers, on time

Control measures include structuring of the company's customer delivery activities in line with customer classifications and core technical competences, maintaining an in-house design capability and increasing emphasis on demonstrable commitment to quality/risk management through certification and compliance with recognised standards such as ISO 9001 (Quality), ISO 45001 (Health and Safety) and ISO 14001 (Environmental).

In addition to the above the company continues to work on being an employer of choice for both staff and our clients through a developed system of customer feedback reporting.

v. Maintenance of sufficient liquidity

Control measures include preparing and monitoring forecasts of cash-flow on a regular basis, effective management of the investment in working capital, use of an Early Warning process on contracts in progress to highlight to management deviations from plan that could lead to the need for extra resources, monitoring debt and liquid funds and maintaining adequate financing facilities with the company's bankers and other finance providers.

vi. Business failure of a major customer or supplier

Control measures include giving consideration to creditworthiness of potential clients and suppliers before tender submission, ensuring that supply risk is spread wherever possible by not having a single source supplier for any key material or service, negotiating appropriate payment terms with both customers and suppliers and taking references and guarantees of performance where appropriate.

The construction and infrastructure sectors continue to operate in a challenging economic and political environment, shaped by changing government policy, global instability, inflationary pressures, and tighter investment conditions. The transition of Train Operating Companies back into public ownership has introduced additional governance and approval processes within capital programmes, naturally extending procurement and mobilisation timelines across rail infrastructure projects.

Despite these market pressures, the long-term demand for infrastructure investment across the UK remains exceptionally strong. National requirements for transport upgrades, economic regeneration, and strategic infrastructure expansion continue to create significant opportunities for capable and resilient contractors.

Against this backdrop, the company has performed strongly, successfully securing a number of Early Contractor Involvement (ECI) opportunities alongside several key framework appointments. These appointments provide a strong pipeline of future opportunities and position the company well for sustainable long-term growth as projects progress through governance and funding approval stages.

The business undertook strategic restructuring during the period to sharpen commercial focus and better align operations with evolving market demands. This proactive approach ensures the company remains agile, competitive, and well-positioned to respond to market shifts while strengthening long-term profitability.

While the wider construction sector continues to face challenges from high interest rates, cost volatility, labour pressures, and elevated insolvency levels, these conditions also reinforce the value of financially stable, experienced, and adaptable contractors. The company’s strong market positioning, framework success, and operational realignment provide confidence that it is well-equipped to capitalise on future opportunities as market confidence and investment activity strengthen.

The company draws its customer and supplier base from across different geographical areas and industries and has resources available to meet the requirements of secured work. The Board also consults widely and takes advice from external experts to guide its decision-making. The Board also recognises the need to maintain 'cutting edge' management information systems and continues to invest in developing the company’s information technology systems and expanding their use within the company.

The directors believe the company remains well-positioned to manage its principal business risks and capitalise on future market opportunities.

On behalf of the board

The directors present their report and the audited financial statements for the period ended 1 April 2026.

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

The company’s principal financial instruments comprise cash and cash equivalents, bank overdrafts, trade receivables, trade payables, asset finance and other borrowings. These instruments are used to support the company’s operational and working capital requirements.

The company’s activities expose it to a range of financial risks, including liquidity, credit risk and interest rate risk. The board reviews these risks regularly and implements appropriate measures to manage and mitigate them.

Liquidity risk is managed through ongoing cash flow forecasting and the maintenance of appropriate banking facilities, including overdraft arrangements where required. The company seeks to maintain sufficient available funding to meet its operational commitments as they fall due.

Credit risk primarily arises from trade receivables. The company manages this risk through established credit control procedures, including customer credit assessments, defined credit limits and regular monitoring of outstanding balances.

Trade payables are managed to ensure that obligations are settled within agreed terms while maintaining effective working capital management.

In respect of asset finance agreements, the interest rate and monthly repayments are fixed. The company manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

Borrowings are principally held at fixed rates of interest, limiting the company’s exposure to fluctuations in market interest rates.

Due to the nature of the company’s operations and financial instruments, the directors do not consider the company to have any significant exposure to market price risk.

Employee policy

The directors recognise that employees are the most important resource within the company and actively promote good working practices to maximise both performance and job satisfaction.

The directors have developed processes to ensure good communications are maintained with all areas of the business. Considerable investment has been made to develop the company Intranet which is the main conduit for news and information within the company. Feedback on all aspects of the company's operations is actively sought through formal and informal channels, including a periodic staff opinion survey and Intranet Forums.

The directors encourage all staff to achieve personal and professional improvement. A central Training Plan identifies generic training for each staff discipline with the objective of preparing staff for the next stage of career development. Requests for additional specific training are reviewed on an individual basis and support is given to employees wishing to gain relevant recognised external qualifications. Annual staff reviews allow all aspects of performance and development to be discussed.

The company is an equal opportunities employer. Applications for employment and opportunities for promotion are considered equally regardless of age, disability, gender, race, religion or belief.

Environment, sustainability and health and safety

The company recognises that its activities as a multi-disciplinary engineering contractor can have an impact on the environment arising from the consumption of raw materials and energy, transport and emissions to air, land and water. The company continues to be committed to sustainability and is pleased to report that it has been accredited to ISO 14001 and has committed to continuous reduction of its carbon footprint. Protecting and enhancing the environment by preventing pollution is regarded as an integral component of the business operations and the company works in a way to ensure this is not compromised. The directors consider the health and safety of employees, clients and suppliers to be a critical business issue. The company is, therefore, fully committed to the successful management of health and safety, the objective of which is to ensure a safe and accident-free environment for all employees, suppliers and members of the public.

The directors are responsible for preparing the strategic report, directors' 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

In addition to the general duties of directors specified in section 170 to 177 of the Act, the directors are responsible for ensuring that the company complies with laws and regulations applicable to its activities, and for establishing arrangements designed to prevent any non-compliance with laws and regulations and to detect any that occur.

So far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors 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 company's auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Spencer Bridge Engineering Limited (the 'company') for the period ended 1 April 2026 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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 company's affairs as at 1 April 2026 and of its profit for the period 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 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 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 period 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

• We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sectors in which it operates. The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the most significant laws and regulations were FRS 102, the Companies Act 2006 and taxation legislation. In addition, we considered other laws and regulations which may be fundamental to the company's ability to operate, namely health and safety, employment law and the various licences and certificates needed by the company to carry out its bridges related services. We assessed the extent of compliance with these laws and regulations as part of our audit procedures which included discussions with management.

• The susceptibility of the company's financial statements to misstatement, including fraud, was assessed. The audit team discussed how and where fraud might occur in the financial statements. We identified and assessed the design effectiveness of controls that had been put in place to prevent and detect fraud. Other audit procedures carried out included the assessment of the appropriateness of journal entries, whether any accounting estimates indicated any potential bias and the extent of compliance with relevant laws and regulations.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit has been properly planned and performed in accordance with auditing standards (ISAs (UK)).

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 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Spencer Bridge Engineering Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Humber Quays, Wellington Street West, Hull, East Yorkshire, HU1 2BN.

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's.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The directors have taken advantage of the exemption afforded subsidiary companies by FRS102 section 1.12(b) from the requirement to produce a cashflow statement.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors consider that the going concern basis of accounting should be used in preparing the financial statements.

The company has changed its financial year-end from 31 March 2026 to 1 April 2026 for commercial reasons.

Turnover represents the value, excluding value added tax, of work performed during the period.

The amount of profit attainable to the stage of completion of a contract is recognised on a prudent basis when the outcome can be foreseen with reasonable certainty. Provision is made for losses as soon as they are foreseen.

The turnover for contracts reflects the value of work done, less any amounts recognised in previous years. Contract work in progress is stated at costs incurred, less those transferred to the profit and loss account, after deducting foreseeable losses and payments on account not matched with turnover.

Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account.

Tangible fixed assets are stated at cost. No depreciation is charged on assets under construction.

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

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account, 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.

Stocks are stated at the lower of cost and estimated net realisable value.

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.

Financial assets and liabilities are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets 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 the profit and loss account, are assessed for indicators of impairment at each reporting end date. 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 the profit and loss account. 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 the profit and loss account.

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 company after deducting all of its liabilities.

Basic financial liabilities 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.

Financial liabilities that are not classified as financial instruments are recorded at transaction cost. All changes to transaction cost are recognised in the profit and loss account.

Equity instruments issued by the company 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 company.

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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is provided in full on all material timing differences which are expected to reverse and result in an obligation to pay more tax. Rates applied are consistent with current UK corporation tax legislation. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets and tax losses.

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 assets 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.

Related party transactions

Advantage has been taken under FRS 102 section 33.1A of the exemption available to groups of companies not to disclose transactions and balances involving group entities.

In the application of the company’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 average monthly number of persons (including directors) employed by the company during the period was:

Their aggregate remuneration comprised:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

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

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

Included in creditors amounts falling due within one year are secured creditors of £253,000 (2025: nil). Finance lease obligations are secured on the assets to which they relate.

Included in creditors amounts falling due after more than one year are secured creditors of £432,000 (2025: nil). Finance lease obligations are secured on the assets to which they relate.

This reserve represents cumulative retained profits and losses.

The bank holds an inter-company guarantee between the company, Spencer Engineering Group Limited and Spencer Rail Engineering Limited in respect of bank borrowings. The bank also holds charges over company assets.

The company is a wholly owned subsidiary of Spencer Rail Engineering Limited, which is itself a wholly owned subsidiary of Spencer Engineering Group Limited, both companies being incorporated in England. The registered office of both companies is 1 Humber Quays, Wellington Street West, Hull, East Yorkshire, HU1 2BN. Spencer Rail Engineering Limited and Spencer Engineering Group Limited are the parent companies of the smallest and largest groups respectively in which the company's financial statements are consolidated.

The company is ultimately controlled by Mr C. Spencer.