|
Registered number: 00665702
EQUANS FM LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
EQUANS FM LIMITED
COMPANY INFORMATION
|
|
EQUANS FM LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Directors' responsibilities statement
|
|
Independent auditor's report
|
|
|
|
|
Statement of financial position
|
|
Statement of changes in equity
|
|
Notes to the financial statements
|
|
|
|
EQUANS FM LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their strategic report for the year ended 31 December 2025.
The principal activity of Equans FM Limited (“the Company”) is the provision of buildings and operations management in the United Kingdom and Ireland.
The Company’s vision is to be recognised as the undisputed leader in accelerating its customers’ transitions to a low carbon and resilient world. Its mission is to serve the energy, digital and industrial transition of its customers by providing a high level of expertise and technology with the ambition of making a significant contribution to a low carbon world.
Income statement
Turnover for the financial year under review was £90,533,000 (2024: £104,672,000) and the Company's operating profit for the financial year was £2,190,000 (2024: loss of £171,000).
Statement of financial position
The Company had cash at bank and in hand of £713,000 (2024: £676,000) and £33,180,000 (2024: £51,936,000) held in a group cash pool arrangement.
The Company continues to have a strong statement of financial position with total equity of £98,659,000 (2024: £95,666,000).
Business overview
The results for the business show a robust and profitable business. The portfolio of the Company consists largely of long-term service contracts that provide a strong platform for the Company for future years.
Operational performance across the Company's main contracts was significantly improved during 2025, with the Company returning to operating profitability as a result of improved contract delivery and reduced overhead costs. Turnover has decreased in the current year, reflecting the Company’s continued strategic focus on prioritising profitability over volume. In addition, turnover has also been impacted following the expiry of certain major contracts and the full year effect of contracts that ended in previous years. The remaining contract portfolio continued to perform broadly in line with management expectations and the Company remains focused on improving net margins through the continued implementation of the PERFORM plan, with particular emphasis on procurement, pricing, productivity and improvement of cash flow.
The Company also continued to benefit from interest income generated on cash balances held within the Equans group cash pool arrangements, contributing to an overall improvement in profit before tax for the financial year.
The Directors expect that new service delivery contracts will be delivered via other Equans UK entities going forward and the Company is therefore not expected to expand significantly during the course of the next twelve months, with the exception of revenue increases and margin variations, resulting from additional work performed for existing customers. Given the existing contract profiles, this is considered to be a sustainable business model for the foreseeable future.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company’s primary medium-term strategy remains unchanged, to retain and develop long-term relationships and build upon the existing contract base with a commitment to technical excellence, delivered inhouse by dedicated people to exceed customer expectations.
The Directors have considered the effects of the conflict in Ukraine and the Middle East and have not identified any material impact on the Company’s business or operations. The Company’s business and operations are not directly exposed to activities in either Ukraine, Russia or the Middle East. All turnover arose within the United Kingdom and Ireland.
PRINCIPAL RISKS AND UNCERTAINTIES
|
The identification, assessment, pursuit and management of opportunities and the associated risks is an integral part of the management and processes of the Company. The Company has rigorous processes in place for managing the exposure within a specified opportunity and risk management framework that applies to all activities of the Company, including:
External risks
The Company continually addresses the impact of the external business environment, updating as appropriate, its strategy and medium-term planning.
Strategic risks
In pursuit of business opportunities, the Company is particularly aware of the potential for importing risk, whether by way of winning contracts, forming joint ventures, or acquiring businesses or investments. Rigorous processes are therefore in place for managing such exposure within a specified opportunity and risk management framework.
Organisation and management risks
The retention and recruitment of staff is a challenge faced by the Company and the sector in which it operates. The Company operates under a framework to attract, develop and care for its employees, recognising the key role they play in the success of the business.
The Company is conscious of the reliance placed on IT systems as a platform for efficient delivery of day-to-day operational activities and continues to develop and deliver further improvements. The Company has implemented ten cyber security “Golden Rules” in recognition of the fact that cyber security, as well as safety and ethics, is considered to be one of the Company’s three absolute “must haves".
These risks are carefully and regularly reviewed.
Delivery and operational risks
In delivering contracts and business improvement initiatives, robust processes are in place for managing the potential risk exposure.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Health, safety and environmental risks
The UK & Ireland Business Unit ("UK BU"), of which the Company is a part, continued to maintain the focus on improving the health and safety culture and performance through its Safety First strategy. The Equans group received full independent validation of its global decarbonisation plans by the Science Based Targets initiative (SBTi). The SBTi classified Equans’ targets ambition as consistent with the 1.5°C trajectory outlined in the Paris Agreement. To support the Equans group’s global decarbonisation plans, the UK BU has adopted revised Net Zero Carbon targets.
Key achievements from 2025 included:
∙The delivery of the 2025 Safety, Health, Environment and Quality ("SHEQ") Action Plan, which addressed the high-risk activities identified;
∙The issuing of clear SHEQ communications to ensure lessons learnt and best practices are shared across the whole of the UK BU;
∙The alignment of the UK SHEQ action plan with the requirements of the Equans group and Our Fundamentals;
∙The reinforcement of the twelve Golden Rules with the issue of stop/go cards empowering all employees to invoke Golden Rule 12 and stop the work if safety is compromised;
∙The upgrade of the online Aspects & Impacts Registers to actively manage environmental risks and opportunities across the UK BU;
∙The continued development of digital dashboards to view environmental aspects, impacts, incidents and near misses, to improve the ability to monitor environmental risks;
∙The continued integration of climate risk into the overarching risk management process and the establishment of a multidisciplinary Taskforce for Climate Related Financial Disclosure (“TCFD”) Committee to ensure the assessment of climate change impacts is embedded across the business;
∙The successful verification of the UK BU’s carbon and energy data in line with ISO14064, allowing the business to ensure its reporting is transparent and accurate and to provide assurance to stakeholders that it is committed to achieving its objectives and targets;
∙The continued delivery of the Safety First strategy, with a successful International Safety Week raising awareness of working at height, slips and trips and manual handling and control measures and the delivery of bespoke Safety First e-learning;
∙The continued integration of the Equans Management System (“EMS”) and Integrated Management System (“IMS”) holding over 4,000 documents;
∙The issue of the Safety Culture survey and analysis of the results to help shape the UK BU’s 2026 strategy;
∙The demonstration of Leadership Health and Safety behaviours with over 22,500 Leadership & Managerial Safety visits undertaken;
∙The continued implementation of the ladder and step-ladder risk reduction project across the UK BU;
∙The improvement of communications with sub-contractors focusing on electrical risk reduction and improved risk assessment production and implementation;
∙The roll out of Leadership and Behavioural Health and Safety training to continue to improve the H&S culture; and
∙The implementation of driver risk profiling and monitoring of telematics, through working with the fleet team to reduce driver risk.
The Company operates by the twelve Golden Rules related to Health and Safety, which are regularly communicated to all employees.
In 2025, a target for the Combined Lost Time Incident Frequency Rate ("LTIFR") of 1.80 was set for the UK BU. This was achieved during the year with a Combined LTIFR of 1.78 recorded.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Responsible business
As an industry leader, the Equans group takes all aspects of responsible business seriously. The business has a unique opportunity to draw on its capabilities in energy, services and regeneration to develop new sustainable services delivering low-carbon, energy-efficient places and spaces. The vision is to be recognised as the undisputed leader in accelerating customers' transitions to a low carbon and resilient world.
The Equans group believes that acting responsibly across the business will help it to achieve financial sustainability. Indeed, the performance of the business is measured not just in terms of financial metrics, but also through wider non-financial indicators.
The UK BU is committed to operate to the highest economic, social and environmental standards. This is underlined through IMPACT, which is the Equans group’s strategy for setting out group wide KPIs. IMPACT ensures transparency and accountability on critical issues including speed of supplier payments, environmental and social responsibility, diversity and inclusion, ethics and health and safety. Together these commitments help the UK BU to enhance the positive impacts and mitigate the negative impacts, of its activities.
IMPACT is governed at the very highest level within the Equans group at the Executive Board and details the objectives and targets to measure performance. The Equans group releases an annual report on performance against IMPACT KPIs, which can be downloaded from its website at https://www.equans.co .uk/responsible-business.
The Equans group has adopted and actively promotes Our Fundamentals, which outline key managerial principles. Our Fundamentals are anchored on three absolute must haves of safety, ethics and cyber security which are supported by the additional pillars of Our Teams, Our Planet, Select and Focus and Perform. These apply to each part of the business and are supported by a vision, mission statement and key values underpinning the commitment Equans has to excellence in all fields of operation.
All employees in the UK BU are actively encouraged to participate in ensuring Equans is a responsible business. This includes an expectation that they include a mandatory goal relating to health and safety, diversity and inclusion and responsible business as part of the annual objective setting exercise, which are assessed on an annual basis. Engagement is further supported by regular communications, workshops and collaborations with all levels of the value chain.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
FINANCIAL KEY PERFORMANCE INDICATORS
|
The key performance indicators relevant to the Company's performance and prospects are as follows:
Turnover
The Company's turnover for the year was £90,533,000 (2024: £104,672,000), a decrease of £14,139,000 (13.5%) on the previous year.
Operating profit
The Company's operating profit for the year was £2,190,000 (2024: loss of £171,000), an increase of £2,361,000 (1,380.7%) on the previous year.
Net assets
The Company's net assets at the year end stand at £98,659,000 (2024: £95,666,000), an increase of £2,993,000 (3.1%) on the previous year. This increase is a result of the Company's profit for the financial year.
OTHER KEY PERFORMANCE INDICATORS
|
The Company also reports the following other key performance indicators relevant to the Company's performance and prospects, however this is managed on a divisional basis across the UK BU and therefore the figures given are in respect of the UK BU as a whole:
Safety
The UK BU’s Lost Time Incident Frequency Rate stands at 1.78 (2024: 1.72) lost time injuries per one million hours worked.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
CLIMATE RELATED FINANCIAL DISCLOSURES
|
Climate change is an ever present and serious risk. Equans’ mission is to serve the energy, digital and industrial transitions of its customers by providing a high level of expertise and technology with the ambition of making a significant contribution to a low carbon and resilient world. The impact of climate-related risks and opportunities is therefore material to Equans’ business.
The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 ("CFD") amended the Companies Act 2006 by including eight climate related financial disclosures that large organisations should report on in their non-financial and sustainability information statements. The legislation is based on the recommendations proposed by the Taskforce of Climate Related Financial Disclosures (“TCFD”).
The Company has reported progress on each disclosure below. In summary, the Company and the UK BU overall, is actively integrating TCFD into its overarching risk management process and has established a multidisciplinary TCFD Committee to ensure the assessment of climate change impacts is embedded across the business. In 2024, the TCFD Committee strengthened its climate risk analysis through the use of Climate X software and, in 2025, the significant findings from Climate X were integrated into the project level risk management processes.
(a) The Company’s governance arrangements in relation to assessing and managing climate-related risks and opportunities
The organisation and governance structure of the UK BU ensures that the UK BU Executive Board oversees all activities carried out within the divisions of the organisation and throughout central functions. The Chief Executive Officer ("CEO"), with support from the UK BU Executive Board, has overall responsibility for managing the impact of climate-related risks and opportunities for the business.
The UK BU Corporate Social Responsibility (“CSR”) Director leads the TCFD Committee, which was formed to co-ordinate the approach to climate risk and opportunity. The Committee brings together subject matter experts from across the business to oversee the implementation of climate-related risk management processes and reporting. The TCFD Committee also maintains the Climate Risk and Opportunities register, which forms part of the overall Enterprise Risk Management ("ERM") process. The Committee is sponsored by the General Counsel and Ethics Officer who sits on the Executive Board.
The CSR Director updates the CEO on a monthly basis and the Executive Board at appropriate intervals to ensure that sustainability matters, including climate change risks and opportunities, are escalated and prioritised at the Executive Board level as key focus areas for the ongoing assessment of risk management and internal control.
The Investment Risk Committee assesses the investment risks and opportunities associated with both new and existing opportunities. The Chief Executive Officer, Chief Financial Officer and General Counsel and Ethics Officer form the Committee alongside other senior representatives from the business. Carbon implications are included within the risk considerations with climate adaptation and impacts being added to the agenda for each new contract.
Each Divisional Board considers climate-related risk and opportunities as an integral part of its Annual Business Plan. The business plans are presented to and must be ratified by the Executive Board.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
(b-c) How the Company identifies, assesses and manages climate-related risks and opportunities and how processes for identifying, assessing, and managing climate-related risks are integrated into the Company’s overall risk management process
The TCFD Committee is responsible for identifying and assessing climate-related risk with support from across the business through consultation, workshops and review of risk assessment processes within the business. The assessment of climate risk and opportunity is carried out in line with the ERM process and therefore integrated into the overall approach to risk management within the business. The TCFD Committee maintains a live risk register detailing the key climate impacts and their appropriate risk scoring and financial impact before and after mitigation. Material risks and opportunities are subsequently escalated to the Executive Board and action plans put in place by the designated owner.
Methodology for assessing Client Climate related risks and opportunities:
In 2024, the UK BU partnered with Climate X, an innovative climate technology analytics company, that helps organisations across the built environment become more resilient to the impacts of climate change.
Utilising Climate X’s Spectra application, the UK BU conducted climate risk assessments on a selection of contracts, allowing for regional, divisional and service offering coverage. Using geospatial analyses, the UK BU harnessed the latest in climate science, hazard modelling and loss computation from over 150 public and private sources, including the Met Office UKCP18 model. This assessed buildings’ vulnerabilities to eleven major acute and chronic climate risks, including river flooding, drought and extreme heat. The results were aggregated to provide a representation of the overall risk to the business from the physical impacts of climate change, with significant risks presented below.
The partnership with Climate X strengthens the UK BU's approach to modelling climate related risk and opportunity by:
∙Predicting when, where and how physical climate risks will affect buildings and infrastructure;
∙Delivering targeted projects and services to mitigate those climate risks; and
∙Maximising safety, productivity and resilience of operations.
This approach has been developed as a service offering to the UK BU's full client base to increase the resilience of its operations and those of its clients.
In 2025, the UK BU further strengthened its approach by integrating significant physical risks from the Climate X assessment into the environmental risk assessment process at contract level, ensuring that each contract considers, assesses and manages the potential physical impact of climate change on its operations.
Additionally, the business is incrementally deploying an Integrated Risk and Opportunity Management (“IROM”) platform, specifically designed to capture and manage risks, including climate change impact, in a standardised format. IROM ensures reliable and uniform risk data across the organisation, increasing visibility and enabling teams, operational leads, risk committees and senior stakeholders to access accurate information, supporting informed, strategic and data-driven decision-making and forecasting. It enables deeper analysis and supports the business leaders in prioritising targeted interventions and ensures a clearer understanding of which risks align with the business appetite. Ultimately, it helps determine the most appropriate risk strategies to keep the organisation within its defined tolerance levels.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
(d-e) The principal climate-related risks and opportunities arising in connection with the Company’s operations and the time periods by reference to which those risks and opportunities are assessed and the actual and potential impacts of the principal climate-related risks and opportunities on the Company’s business model and strategy
The principal climate related risks and opportunities connected to the operations of the UK BU and the impact of these risks and opportunities on the business strategy over different timescales are presented in tables 1 and 2 below. Equans categorises these risks and opportunities against the following time scales in line with average project (ST) and framework (MT) length:
∙Short-term (ST): next 2 years
∙Medium-term (MT): 2-10 years
∙Long-term (LT): 10+ years
The following scale and key is used to denote increasing financial risk and increasing financial opportunity as per the ERM process:
Green Yellow Orange Red White Turquoise Blue Purple
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
(f) Analysis of the resilience of the Company’s business model and strategy, taking into consideration different climate-related scenarios
Table 3 below maps the material risks and opportunities against different climate related scenarios of global temperature rises at 1.5 degrees Celsius, 2 degrees Celsius and 4 degrees Celsius using open-source IPCC data. The physical risks identified through the Climate X assessments were assessed against the RCP4.5 and RCP8.5 scenarios in line with the IPCC AR5 and AR6 scenario models. This data was assessed by the TCFD Committee and used to assess the overview strategy resilience of the Company.
The scenarios used were 1.5 degrees Celsius and 2 degrees Celsius, which are the Science Based Targets Initiative scenarios, to which Equans has committed. The 4 degrees Celsius represents a worst-case scenario for comparison. The TCFD Committee has assessed strategy resilience as high against the 1.5 degrees Celsius and 2 degrees Celsius scenarios because Equans is actively implementing several workstreams to mitigate the impact of climate change and accelerating its clients’ decarbonisation journeys. Furthermore, the anticipated climate risk from these scenarios is considered to be tolerable to the business. However, whilst it is difficult to model the financial impact of a 4 degrees Celsius scenario, it is expected to have a more significant negative impact globally. Nonetheless, Equans offers robust climate mitigation and adaptation strategies to clients, which will support its continued operations.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
(g-h) The targets used by the Company to manage climate-related risks and to realise climate-related opportunities and of performance against those targets and the key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and of the calculations on which those key performance indicators are based
Under Our Fundamentals, the UK BU committed to achieving global and sustainable performance through IMPACT. The IMPACT manifesto is the Equans group’s strategy for setting out group wide KPIs. There are three specific IMPACT commitments, underpinned by KPIs, material to climate-related risk and opportunity reporting:
∙To be proactive in supporting the decarbonisation of clients;
∙To reduce the carbon footprint of the UK BU; and
∙To support the decarbonisation of suppliers, Equans' products, refrigerants and energy sale.
The KPIs to support each commitment and progress against each KPI are given below:
During 2024, the baseline year carbon data for 2023 was audited by Achilles who stated: “the Equans UK BU has measured its greenhouse gas emissions in accordance with ISO14064 Part 1 2018 and is committed to managing and reducing its emissions in respect of its operational activities of its UK organisation.” The Scope 1 and 2 data was audited to reasonable assurance standard and Scope 3 data to limited assurance standard. Achilles has subsequently verified the carbon data for 2025 against ISO14064 to limited assurance standard and found it to be fairly stated.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY (UNDER SECTION 172 (1) OF THE COMPANIES ACT 2006)
|
Long-term consequences of decisions made in year
The Company's key stakeholders have been determined to be the Company's parent undertaking and other companies within the Equans group, as well as its customers, suppliers and employees.
There have been no material decisions made during the year that would impact on the future performance of the Company, other than those as disclosed in the business review.
Employee involvement and engagement
The Company places considerable value on the involvement of its employees and systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, in order that their views may be considered where decision making may affect their interests. Achieving a common awareness on the part of all employees of the financial and economic factors affecting the Company plays a role in improving its performance. This is achieved through regular meetings between management and elected employee representatives through Employee Forums, Company-wide webcast presentations, specialist employee-led networks and committees, intranet news articles, emails and letters sent to employees' home addresses. The annual ‘Echo’ survey ensures everyone in the business has the opportunity to share their views on a number of areas. These results are reviewed and analysed at a contract, divisional and UK BU level with action plans drawn up to address any relevant concerns. The Company also encourages the involvement of employees to optimise a variety of other benefits via the myEquans benefits scheme that covers items such as insurances, health and financial wellbeing, flexible holiday, health and medical care and retail vouchers.
The UK BU of Equans is committed to and actively promotes career development for all. There are focussed development programmes at both a global and local level, targeted programmes for diverse groups and tailored support for high potential talent aligned to the organisation’s succession planning process. In 2025, the Equans UK BU invested over £3.1 million (excluding apprentice levy) in training and development and the team facilitated, delivered and coordinated 122,961 training hours (this excludes apprenticeship time). This figure included 25,006 hours of e-learning. During 2025, there have been several enhancements to the Early Careers programme, in order to build a sustainable talent pipeline that aligns with the future skills requirements of the business, as well as providing opportunities to those starting out in their careers. Changes include supporting the new dedicated graduate programmes for engineering and digital skills, alongside the operational, generalist and finance schemes. The Equans Data Academy was expanded in 2025, with 103 new apprentices participating and a new two-year Apprentice Development Programme has been implemented to support career development and engagement. There have been 38 graduates and 489 apprentices studying a range of qualifications from entry level to advanced senior leadership in 2025. The UK BU also achieved Gold Membership of the “5% Club”, in recognition of its commitment to supporting learning and qualifications through work.
The UK BU continues to contribute to Equans' global skills academies reporting process, which provides an understanding of current skill trends and gaps requiring attention. This enables the Company to establish a clear understanding of the short, medium and long-term focus areas. To support managers to deliver effective people performance, SuccessFactors, a performance and talent management platform, has been successfully embedded across the UK BU, as part of a wider group initiative. The completion rate for employee performance appraisals was over 91%, for connected employees. In addition, the Company launched a new centralised process for unconnected employees that achieved a 74% completion rate. These processes have improved the quality of performance data across the organisation, as well as steering more in depth and meaningful appraisal conversations to support employees. The UK BU also conducts regular people reviews to identify business-critical roles, high potential individuals and plan succession. People identified as key talent have personal development plans and tailored learning and development support to ensure retention and increase mobility and progression within the Company.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Fostering business relationships with suppliers, customers and other stakeholders
The Company’s commitments are governed by IMPACT. IMPACT is in itself underpinned by standards such as the ISO 20400 Sustainable Procurement Standard for responsible procurement which guides engagement with key stakeholders.
IMPACT also contains performance indicators that hold the Company accountable for delivering operational excellence by adhering to prompt payment code and responsible procurement principles and engaging in the community’s development by targeting social enterprise spend and maintaining spend with small and medium enterprises.
Equans continues to identify innovative solutions and new ways of working that enable it to support its customers in achieving their goals. The UK BU partners with large and small organisations through its innovation programme, working externally with universities, start-ups, government agencies and industrial partners, to expand its capabilities, develop markets and provide leading edge customer solutions.
The UK BU continues its focus towards a Net Zero Carbon future, working with suppliers through the Supply Chain Sustainability School and engaging suppliers directly through its supplier relationship management programme. As part of the partnership with Supply Chain Sustainability School, the UK BU supports its suppliers in understanding the challenges of decarbonisation and other sustainability topics through the delivery of a series of webinars directed to suppliers on these topics, as well as on Net Zero Carbon, circular economy, biodiversity, social value and wider issues such as Modern Slavery.
Equans UK has an established Supplier Charter which it requires all suppliers to sign up to. The Charter includes principles of IMPACT that demonstrates the Company’s commitment to operate to the highest ethical, social and environmental standards. Additionally, the Supplier Charter requires suppliers to commit to the UK BU’s highest quality, health and safety standards and continuous improvement.
Both the Supplier Charter and supplier collaborative working continue to drive positive change and help to identify opportunities to embed sustainable carbon products and services across the Company’s operations. In 2025, the UK BU re-confirmed its commitment to Net Zero Carbon across its supply chain by 2050. As a first step in this journey, the Company is engaging with its SME suppliers to help them to understand their emissions through the Procure for Impact programme.
The Company participates in the Buy Social Challenge with Social Enterprise UK to positively impact on society through engaging with innovative suppliers whilst embedding corporate responsibility and diversity across the business and supply chain. In 2025, the Company continued to engage with social enterprises, spending over £4.3 million with social enterprises and not-for-profit suppliers, by identifying areas where they can be included in its operations to improve the level of expenditure with social enterprises where possible.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Impact of the Company's operations on the community and environment
Equans is committed to being a responsible business and making a positive impact through its operations for its clients, communities and its people, through the IMPACT manifesto. The Equans group believes it is its responsibility to manage activities and maximise the positive environmental, social and economic impacts that it delivers for the communities and clients it serves.
The UK BU also works with clients to identify opportunities for social value, as well as with its operational teams and supply chains to expand the social value delivered within the communities in which it operates.
Its bespoke social value reporting tool, the Social Value App, enables the UK BU to track and report on financial social value. In 2025, the UK BU delivered over £393.1 million of social and local economic value, through broader social value activities to support its communities, including:
∙12,541 hours of volunteering;
∙£238,020 raised for charity;
∙£4,332,334 spent with social enterprises and not-for-profit suppliers; and
∙Over 28,000 weeks of apprenticeships and 1,560 weeks of work experience and placements.
At Equans, the importance of data validation, review and auditing is recognised and, as such, all relevant data is submitted for external validation by the Social Value Portal, in order to ensure the UK BU is accurately claiming the social value it generates as a business. Alongside this the UK BU has continued to improve its internal social value reporting tool, focusing on data integrity and the quality of social value data uploaded by its contracts.
In addition to social value, the UK BU has continued its broader focus on responsible business. Equans UK was awarded a Gold EcoVadis rating in 2025, demonstrating its commitment to sustainability management.
During the year the UK BU continued to work towards its plan to reach Net Zero Carbon. In 2025, the roll out of its electric vehicle fleet continued, with over 44% of the fleet now converted to EVs. The UK BU has reduced Scope 1 and 2 corporate carbon emissions by 31% since 2023.
Climate change is a key area of focus within the business and the TCFD Committee continued to focus on key climate change risks and opportunities, integration into the Enterprise Risk Management process and to report in line with TCFD requirements. The TCFD Committee holds regular dialogue with stakeholders across the business to ensure climate change risks and opportunities are embedded into business plans as standard.
The maintenance of high standards of conduct
The UK Directors maintain high standards of business conduct by ensuring that activities of the UK BU companies of Equans are in line with the group Code of Ethics and all related policies and codes of conduct. The overarching Code of Ethics includes a zero tolerance for all forms of corruption and is supplemented with a range of more specific policies and practical guidelines, which deal with areas such as supplier relationships, conflicts of interest and gifts and hospitality. All Board members have received training in this respect. The Directors’ actions are also guided by the Equans core values: Pioneering, Commitment, Respect, Sharing and Service Focused. These values help define the UK BU companies’ strategies and targets. Additionally, the UK BU has issued IMPACT, which aims to ensure that Equans operates to the highest economic, social and environmental standards while building and maintaining public trust.
Summary of methods used by the Directors to engage with stakeholders and understanding issues relevant to key decisions
The Directors utilise a full range of communication channels managed at the UK BU level to engage with stakeholders. These include face to face meetings (virtual and in person), forums and events, reports and other written materials, as well as through public relations activity, targeted digital content and social media.
|
|
EQUANS FM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the period to 30 September 2027. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
The Company’s funding arrangements include a working capital facility provided by a £20,000,000 and €6,000,000 negative balance limit with the cash pool, which is currently undrawn, that continues to be made available by Equans S.A.S. and which the Directors consider is sufficient even under a plausible downside in results. The Company does not have third party borrowings (external to the Equans group).
The budgeted cash flows for the Company, which show sufficient headroom even after considering a reasonably plausible downside, positive post year-end results, available liquidity through positive cash balances and an undrawn negative balance facility with the cash pool, all allow the Directors to have a reasonable expectation that the Company has adequate resources to continue in operational existence for the period to 30 September 2027 and therefore apply the going concern basis of preparation for the statutory accounts for the year ended 31 December 2025.
This report was approved by the Board on 30 September 2026 and signed on its behalf.
|
|
EQUANS FM LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report and the audited financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £2,993,000 (2024: £1,520,000).
The Directors do not recommend the payment of a dividend for the year ended 31 December 2025 (2024: £nil).
The net assets of the Company following these transactions remain substantial at £98,659,000 (2024: £95,666,000).
The Directors who served during the year and up to the date of signing the financial statements were:
The Company continues to manage its portfolio of facilities management (“FM”) and long-term PFI energy management contracts, which are, predominantly, performing in line with management's expectations.
The Company monitors its exposure to risk on an ongoing basis. The Company's activities do not expose it to any material price risk, cash flow risk or foreign exchange risk. Owing to the nature of the Company's business and the assets and liabilities contained within the statement of financial position, the financial risks the Directors consider relevant to the Company are credit risk and liquidity risk. The Company has not used financial instruments to manage its exposure to these risks.
Credit risk
Credit risk arises on the Company's principal financial assets, which are cash and cash equivalents, trade and other debtors and amounts owed by group undertakings. The credit risk associated with cash is limited, as the Company uses financial institutions with a high credit rating for banking requirements and the majority of the Company's cash balances relate to amounts held in the Equans group cash pool arrangement with Equans S.A.S., which has a strong statement of financial position and liquidity position. All customers are credit checked prior to any sales and only customers with an appropriate credit rating are offered credit terms. The Company has no significant concentration of credit risk, with exposure spread over a large number of customers. The credit risk on amounts owed by group undertakings is not considered to be significant, given that all companies within the Equans group also have access to the the cash pooling arrangements with Equans S.A.S. and therefore the benefit of access to both short-term liquidity and longer-term financing support from the Equans group.
|
|
EQUANS FM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Liquidity risk
The Company is exposed to liquidity risk on its financial liabilities, including trade and other creditors, lease liabilities and amounts owed to group undertakings. In order to maintain liquidity to ensure sufficient funds are available for ongoing operations and future developments, the Company benefits from access to both short-term liquidity and longer-term financing support from the Equans group. This includes access to the centralised cash pooling activities of the Equans group, which enables efficient use of available liquidity and under this arrangement, the Company has an agreed overdraft facility “negative balance limit” (“NBL”) of £20,000,000 and €6,000,000 to manage its working capital requirements. There are no covenants associated with the provision of negative balances under the current account agreements.
ENGAGEMENT WITH EMPLOYEES
|
The information in respect of employee involvement and engagement has been disclosed in the strategic report.
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
|
The information in respect of business relationships has been disclosed in the strategic report.
The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Company. If a member of staff becomes disabled they continue employment, either in the same or an alternative position, with appropriate retraining being given if necessary.
STREAMLINED ENERGY AND CARBON REPORTING (SECR)
|
The Company meets SECR qualification criteria and uses the Operational Control boundary to define its UK carbon footprint reporting. Emissions have been reported and recorded in accordance with SECR requirements, the GHG Reporting Protocol corporate standard and uses the appropriate Government emission conversion factors for greenhouse gas company reporting. The current reporting period is 1 January 2025 to 31 December 2025. Included within that boundary are Scope 1 and 2 emissions from gas, on-site fuels, electricity and company vehicle fleet, as well as Scope 3 emissions from grey vehicle fleet. Where Equans’ data is not collected at a legal entity level, it has been apportioned using an equity share approach.
The results show that the Company’s total energy use and total Greenhouse Gas (GHG) emissions amounted to 4,683,310 kWh and 1,116.4 tonnes of CO2e respectively for the 2025 financial year. The Company has chosen tonnes of CO2e per million pounds of turnover (£m) as an appropriate intensity metric. The intensity metric for 2025 was 12.3 tCO2e/£m compared to 11.8 tCO2e/£m in 2024, representing an increase of 4.2% since the prior year.
|
|
EQUANS FM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Below is the energy consumption and GHG emissions summary table outlining the 2025 results and a year-on-year comparison to the 2024 results.
The Company continues to improve its carbon accounting methodology in line with the latest best practice, as well as any structural changes in the business reporting boundary. These improvements are applied to both current and prior year data to ensure that the Company’s emissions inventory provides an accurate reflection of its carbon emissions over time.
To support the Equans group global decarbonisation plans, the UK BU’s Net Zero targets are:
∙2035: Net Zero for Scope 1 and 2 emissions; and
∙2050: Net Zero for Scope 3 emissions.
The carbon data has been independently verified by Achilles against the ISO14064 standard since 2023.
In 2025, the UK BU achieved the milestone of 45% of its fleet being electric vehicles, supporting the longer-term commitment to deliver zero tailpipe emissions. The UK BU has transitioned 100% of its leased property where it controls the energy contract to Renewable Energy Guarantees of Origin ("REGO") backed renewable electricity tariffs and Renewable Gas Guarantees of Origin ("RGGO") backed biogas tariffs and is also rolling out low carbon plant and equipment on its sites alongside low carbon fuels like HVO.
In recognition of the group’s efforts, Equans was awarded a Gold EcoVadis rating in 2025. The award is an independent endorsement that demonstrates Equans’ commitment to sustainability management and gives confidence to the group’s current and future partners that Equans continues to lead the way and has the expertise and experience to add value to their performance.
As well as focusing on the group’s own decarbonisation, the UK BU continued to broaden its offer to support its customers both in the private and public sector. The UK BU has an extensive range of Net Zero Carbon propositions, combining its sustainable energy expertise with its facilities management capabilities to help organisations save energy, increase sustainability and cut carbon emissions.
|
|
EQUANS FM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
DISCLOSURE OF INFORMATION TO AUDITOR
|
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This report was approved by the Board on 30 September 2026 and signed on its behalf.
|
|
EQUANS FM LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors are responsible for preparing the strategic report, the 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 prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
|
|
EQUANS FM LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EQUANS FM LIMITED
OPINION
We have audited the financial statements of Equans FM Limited (the ‘Company’) for the year ended 31 December 2025 which comprise the income statement, statement of financial position, statement of changes in equity and the related notes 1 to 26, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework’’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the Company’s affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 RELATED 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. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included:
∙We confirmed our understanding of management’s going concern assessment process and engaged with management early to ensure all key factors were considered in their assessment.
∙We obtained management’s going concern assessment, including the cash forecast for the going concern period to 30 September 2027 (the review period). The Company has modelled base case and downside scenarios in their cash forecasts in order to incorporate unexpected changes to the forecasted liquidity of the Company.
∙We tested the key assumptions included in the base and downside cash forecasts by reference to supporting information and searched for contrary evidence to challenge the assumptions. This also includes inspection of the underlying cash pool arrangement with Equans S.A.S. to determine that this funding facility continues to be available, and evaluation of our independent stressed scenarios.
∙We determined through inspection and testing of the methodology and calculations that the methods utilised were appropriate to be able to make an assessment for the entity.
∙
∙We read the Company’s going concern disclosures included in the annual report to assess whether the disclosures were appropriate and in conformity with the reporting standards and were consistent with management’s going concern assessment and results of our testing.
|
|
EQUANS FM LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EQUANS FM LIMITED
CONCLUSIONS RELATED TO GOING CONCERN (CONTINUED)
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 the period to 30 September 2027 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.
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 this 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 the 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 the audit:
∙the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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.
|
|
EQUANS FM LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EQUANS FM LIMITED
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement set out on page 24, 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.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are:
∙Companies Act 2006 and FRS 101
∙Tax legislation (governed by HM Revenue & Customs)
∙Health and Safety legislation
∙We understood how the Company is complying with those frameworks by reading internal policies and codes of conduct and assessing the entity level control environment. We made enquiries of the Company’s legal counsel and senior management of known instances of non-compliance or suspected non-compliance with laws and regulations, including any matters raised in whistleblowing. We also considered the oversight procedures of the Company’s parent entity at a UK level through the “Executive Board”.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by making enquiries of senior management. We obtained details of incidents and allegations of fraud raised internally and investigated by the Company’s ethics and compliance team. We planned our audit to identify risks of management override or bias by agreeing journal entries in the areas involving significant estimation and judgement, recognition of revenue and profits on contracts, to supporting documentation.
|
|
EQUANS FM LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EQUANS FM LIMITED
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
∙Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved a review of board meetings, and incident registers to identify any non-compliance with laws and regulations. Our procedures also involved journal entry testing and data analytics, as set out above. We also considered the results of our substantive procedures on other areas of the audit that may indicate non-compliance with such laws and regulations.
A further description of our responsibilities for the audit of the financial statements is located 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.
Richard Lingwood (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Newcastle-upon-Tyne
30 September 2026
|
|
EQUANS FM LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year
|
|
|
|
There are no items of other comprehensive income for 2025 or 2024 other than the profit for the year and, as a result, no separate statement of comprehensive income has been presented.
|
The notes on pages 32 to 61 form part of these financial statements.
|
|
|
EQUANS FM LIMITED
REGISTERED NUMBER: 00665702
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 30 September 2026.
The notes on pages 32 to 61 form part of these financial statements.
|
|
EQUANS FM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
Profit for the financial year
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
Profit for the financial year
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 32 to 61 form part of these financial statements.
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The financial statements of Equans FM Limited for the year ended 31 December 2025 were authorised for issue by the Board of Directors on 30 September 2026 and the statement of financial position was signed on the Board’s behalf by M Gallacher.
The Company is a private limited liability Company, incorporated and domiciled in the United Kingdom. The address of its registered office is Equans Q10 Office, Quorum Business Park, Benton Lane, Newcastle-upon-Tyne, Tyne and Wear, NE12 8BU.
The results and net assets of the Company, which are not eliminated on consolidation, have been included in the consolidated financial statements of Bouygues S.A. as at 31 December 2025.
The consolidated financial statements of Bouygues S.A. are available from Bouygues, 32 Avenue Hoche, 75008, Paris, France.
2.ACCOUNTING POLICIES
|
|
|
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The Company has used a true and fair view override in respect of the non-amortisation of goodwill (see note 12).
The functional and presentation currency of the Company is Pounds sterling ("£") and all values in these financial statements are rounded to the nearest thousand pounds ("£'000") except when otherwise indicated.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company is itself a subsidiary company and is exempt from the requirement to prepare consolidated financial statements by virtue of section 401 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
The following principal accounting policies have been applied:
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
|
|
|
FINANCIAL REPORTING STANDARD 101 - REDUCED DISCLOSURE EXEMPTIONS
|
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Bouygues S.A. as at 31 December 2025 and these financial statements may be obtained from Bouygues, 32 Avenue Hoche, 75008, Paris, France.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the period to 30 September 2027. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
The Company’s funding arrangements include a working capital facility provided by a £20,000,000 and €6,000,000 negative balance limit with the cash pool, which is currently undrawn, that continues to be made available by Equans S.A.S. and which the Directors consider is sufficient even under a plausible downside in results.The Company does not have third party borrowings (external to the Equans group).
The budgeted cash flows for the Company, which show sufficient headroom even after considering a reasonably plausible downside, positive post year-end results, available liquidity through positive cash balances and an undrawn negative balance facility with the cash pool, all allow the Directors to have a reasonable expectation that the Company has adequate resources to continue in operational existence for the period to 30 September 2027 and therefore apply the going concern basis of preparation for the statutory accounts for the year ended 31 December 2025.
|
|
|
FOREIGN CURRENCY TRANSLATION
|
Functional and presentation currency
The Company's functional and presentation currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'interest receivable or payable'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
For all contracts with customers the Company recognises revenue when performance obligations have been satisfied. For most of the Company’s facilities management contracts revenue is recognised over time as the customer simultaneously receives and consumes the benefits provided by the Company.
IFRS 15 provides a five step-model which the Company has applied to all sales contracts with customers to identify the revenue which can be recognised. The model is applied at contract inception and on the assumption that the contract will operate as defined in the contract and that the contract will not be cancelled, renewed or modified. After contract inception a change in the scope or price (or both) of a contract that is approved by the parties to the contract is a contract modification.
Step 1 - Identify the contract with the customer
First, the Company determines if a contract exists and whether it is in scope of IFRS 15. The arrangement must create enforceable rights and obligations. Typically, this will be a signed contract with the customer. The Company and customer must be committed to perform their respective obligations, each party’s rights regarding the goods or services to be transferred should be identifiable, the payment terms for the goods or services to be transferred should be identifiable, the arrangement must have commercial substance and it must be probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. This assessment is completed on a case-by-case basis in line with IFRS 15.
Sometimes the Company’s contracts are revised for changes to customer requirements. A contract modification is a change in the scope or price (or both) of a contract that is approved by the parties to the contract and exists when the parties to a contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties to the contract. A contract modification can be approved in writing, by oral agreement, or implied by customary business practices.
If the parties to the contract have not approved a contract modification, revenue is recognised in accordance with the existing contractual terms. Judgment is applied in relation to the accounting for contract modifications where the final terms or legal contracts have not been agreed prior to the period end as management needs to determine if a modification has been approved and if it either creates new or changes existing enforceable rights and obligations of the parties. Depending upon the outcome of such negotiations, the timing and amount of revenue recognised may be different in the relevant accounting periods.
Contract modifications are accounted for as a separate contract if the scope of the contract changes due to the addition of promised goods or services that are distinct and the price of the contract changes by an amount of consideration that reflects the stand-alone selling price of the additional promised goods or services and any appropriate adjustments to that price to reflect the circumstances of the particular contract.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Step 2 - Identify the performance obligations in the contract
At contract inception the Company assesses the goods or services promised in a contract with a customer. It identifies the performance obligations and contractual promises to transfer distinct goods or services to a customer. For facilities management contracts with several components, judgment is necessary to determine the performance obligations by considering whether those promised goods or services are:
a)a good or service (or bundle of goods or services) that is distinct; or
b)a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
For core services provided under most facilities management contracts entered into by the Company, management has applied the principles of IFRS 15 and concluded that the promises are not distinct within the context of the contract and as such there is one performance obligation.
Step 3 - Determine the transaction price
The transaction price is defined as the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.
The Company estimates the transaction price at contract inception, including any variable consideration, and updates the estimate each reporting period for any changes in circumstances.
When determining the transaction price, the Company assumes that the goods or services will be transferred to the customer based on the terms of the existing contract and does not take into consideration the possibility of a contract being cancelled, renewed or modified.
Variable payments include discounts, rebates, refunds, bonuses, performance bonuses or charges for the occurrence (or lack of occurrence) of a future event and are recognised as revenue (adjusted upwards or downwards) only when it is highly probable that a significant reversal in the revenue recognised will not occur when the associated uncertainty is subsequently resolved. The Company considers highly probable to mean being able to evidence with 80-90% certainty.
Step 4 - Allocate the transaction price to the performance obligations in the contract
The Company allocates the total transaction price to each of the identified performance obligations based on their relative stand-alone selling prices. The Company typically applies an observable price or a cost-plus margin approach.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Step 5 - Recognise revenue when the entity satisfies a performance obligation
For each performance obligation, the Company recognises revenue when (or as) the performance obligation is satisfied. For each performance obligation identified, the Company determines at the contract inception whether it satisfies the performance obligation and recognises revenue over time or at a point in time. For core services provided under most facilities management contracts revenue is recognised over time, as the customer simultaneously receives and consumes the benefits provided by the Company.
For each performance obligation satisfied over time, the Company recognises revenue over time by measuring progress towards complete satisfaction of that performance obligation. The objective when measuring progress is to depict an entity’s performance in transferring control of goods or services promised to a customer (i.e. the satisfaction of an entity’s performance obligation). The nature of the good or service that the entity promised to transfer to the customer determines the appropriate method for measuring progress. The Company uses input methods and output methods.
Under the input method the Company recognises revenue based on its efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labour hours expended or costs incurred) relative to the total expected inputs to the satisfaction of that performance obligation. If the entity’s efforts or inputs are expended evenly throughout the performance period, it may be appropriate for the entity to recognise revenue on a straight-line basis.
The Company applies output methods to specific long-term contracts. These include methods such as surveys of performance completed to date, appraisals of results achieved or milestones reached.
However, if the contract is in its early stages and it is not possible to reasonably measure progress, but the Company expects to recover the costs incurred during this phase, revenue is recognised to the extent of the costs incurred until such a time that it can measure the progress made.
If a performance obligation is not satisfied over time, revenue is recognised at the point in time when control of the goods or services passes to the customer. This may be when the Company has the right to payment of the asset, at the point the Company has transferred physical possession of the asset, or the customer has accepted the asset. Management applies judgment to determine when a customer obtains control of a promised asset and the Company has satisfied a performance obligation.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Long-term service contracts
For certain PFI contracts, there are two distinct performance obligations:
∙The first is related to the management of the assets. The Company is required to provide facilities management services. Revenue is recognised as the performance obligation is satisfied. The transaction price was predetermined at contract award and is indexed annually.
∙The second revenue stream relates to lifecycle maintenance activities. Cash is received from the PFI project entities based on a predetermined billing schedule at contract award (indexed to RPI annually). These cash flows are for the replacement of component parts of the assets over the entire period of the contract. The timing of cash inflows from billings in most cases do not match the costs incurred for lifecycle maintenance. Revenue is recognised by reference to the stage of completion of lifecycle activities based on the proportion of work completed to date compared with estimated total work. The excess cash received in advance of performance is recognised deferred income and any work done in excess of cash received is recognised as accrued income in the statement of financial position.
Costs to obtain a contract
The incremental costs to obtain a contract with a customer are recognised within contract assets if it is expected that those costs will be recoverable. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognised as an expense in the period.
Costs to fulfil a contract
Costs incurred to ensure that a contract is appropriately mobilised and transformed to enable the delivery of full services under the contract target operating model, are contract fulfilment costs. Only costs which meet all three of the criteria below are included within contract assets on the statement of financial position:
a)the costs relate directly to the contract or to a specific anticipated contract;
b)the costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future; and
c)the costs are expected to be recovered.
For costs incurred in fulfilling a contract with a customer that are within the scope of another IFRS, the Company accounts for these in accordance with those other IFRSs.
Amortisation and impairment of contract assets
The Company amortises contract assets (costs to obtain a contract and costs to fulfil a contract) on a systematic basis that is consistent with the transfer to the customer of the related goods or services to which the asset relates.
Accrued income and deferred income
At the reporting date the Company recognises accrued income or deferred income when revenue recognised is cumulatively higher or lower than the amounts invoiced to the customer.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate. This rate is calculated based on the Equans group’s incremental borrowing rate adjusted in accordance with IFRS 16, taking into account:
a) the economic environment of the Company, and in particular its credit risk;
b) the currency in which the contract is concluded; and
c) the duration of the contract at inception (or the remaining duration for contracts existing upon the initial application of IFRS 16).
The methodology applied to determine the incremental borrowing rate reflects the profile of the lease payments (duration method).
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
∙variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
∙the amount expected to be payable by the lessee under residual value guarantees;
∙the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
∙payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is included in 'creditors' on the statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
∙the lease term has changed or there is a significant event or change in circumstances resulting
in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
∙the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); or
∙a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
The Company did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'tangible assets' line in the statement of financial position.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.14.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in profit or loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has not used this practical expedient.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
The tax for the year comprises current and deferred tax. Tax is recognised in profit or loss except that an expense attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Goodwill
Goodwill arises on the acquisition of subsidiaries and the trade and assets of other entities and represents the excess of the consideration transferred for the Company's interest in the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree.
Goodwill is held on the statement of financial position at cost less any accumulated impairment losses.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate potential impairment. The carrying value of goodwill is compared with the recoverable amount, which is the higher of the value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.
Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation is provided on the following bases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets under construction
|
|
|
|
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
|
|
|
TANGIBLE ASSETS (continued)
|
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
|
|
|
|
|
Right-of-use assets
- land and buldings
- motor vehicles
|
|
Over the term of the lease
|
|
|
|
|
|
|
|
Over the term of the lease
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets under construction
|
|
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
|
|
|
ASSETS UNDER CONSTRUCTION
|
Assets under construction include those costs incurred on assets which are not yet fully commissioned. Assets under construction are not depreciated until they are ready for use, at which point they are transferred to the relevant asset class and depreciated over their useful economic lives.
|
|
|
IMPAIRMENT OF FIXED ASSETS
|
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less any accumulated impairment. The carrying value of investments are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Any impairment losses, or reversals of impairment losses, are recognised immediately in profit or loss.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, plus transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
CASH AND CASH EQUIVALENTS
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Cash and cash equivalents are placed with either financial institutions or Equans S.A.S. as the centralising entity for the Equans group cash pool.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
|
|
|
PROVISIONS FOR LIABILITIES
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value in accordance with IFRS 9.
Financial assets
All recognised financial assets are subsequently measured in their entirety at amortised cost.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For receivables, the Company requires expected lifetime losses to be recognised from initial recognition of the receivables. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
|
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for income and expenses during the year. However, the nature of estimation means the actual outcomes could differ from those estimates.
The following judgments, estimates and assumptions have had the most significant effect on amounts recognised in the financial statements:
Revenue recognition
The Company determines if a contract exists and whether it is in scope of IFRS 15. The arrangement must create enforceable rights and obligations. Typically, this will be a signed contract with the customer. The Company and customer must be committed to perform their respective obligations, each party’s rights regarding the goods or services to be transferred should be identifiable, the payment terms for the goods or services to be transferred should be identifiable, the arrangement must have commercial substance and it must be probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. This assessment is completed on a case-by-case basis in line with IFRS 15.
At contract inception the Company assesses the goods or services promised in a contract with a customer. It identifies the performance obligations and contractual promises to transfer distinct goods or services to a customer. For facilities management contracts with several components, judgment is necessary to determine the performance obligations by considering whether those promised goods or services are:
a)a good or service (or bundle of goods or services) that is distinct; or
b)a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.
For core services provided under most facilities management contracts entered into by the Company, management has applied the principles of IFRS 15 and concluded that the promises are not distinct within the context of the contract and as such there is one performance obligation.
The Company recognises revenue on a contract by contract basis based on the satisfaction of performance obligations. Where contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin.
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.
Provisions and accruals for liabilities
Management estimation is required to determine the appropriate amounts of provisions (including provisions for bad and doubtful debts) and accruals for certain administrative expenses. The judgments, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other relevant factors.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.JUDGMENTS IN APPLYING ACCOUNTING POLICIES (CONTINUED)
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that sufficient estimated future taxable profits will be available against which the tax losses can be utilised. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
Carrying value of goodwill
The carrying value of goodwill is dependant on the future profits and cash flows of the relevant contracts against which goodwill is recognised. The Directors have performed an impairment assessment of the goodwill balance in line with the Company's accounting policy, in light of future projected profitability and cash flows, which requires the use of estimates. As a result, the Directors have recognised an impairment of the goodwill balance of £256,000 as at the year end.
All revenue arose within the United Kingdom and Ireland from the Company's principal activities which mainly relate to the provision of buildings and operations management but also includes long-term contracts for energy management services to the public sector under the government’s Private Finance Initiative (“PFI”).
|
|
|
|
|
The operating profit/(loss) is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
|
|
Impairment of intangible assets
|
|
|
|
|
Depreciation of tangible assets
|
|
|
|
|
Loss on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
Defined contribution pension cost
|
|
|
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor in respect of:
|
|
|
|
|
- the audit of the Company's annual financial statements
|
|
|
|
|
- the audit of the Company's fellow group undertakings
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
Staff costs, including Directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The staff costs comprise those who have a contract of employment with the Company and do not take into account any recharges made to or from other Equans group companies in respect of work undertaken by employees for another entity. The net total of staff costs recharged to other Equans group companies amounted to £842,000 (2024: £798,000).
|
|
|
The average monthly number of employees, including the Directors, during the year was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations and administration
|
|
|
|
|
|
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year retirement benefits were accruing to 3 Directors (2024: 3) in respect of defined contribution pension schemes.
|
|
|
During the year 2 Directors received shares under long-term incentive schemes (2024: nil).
Directors' remuneration has been calculated as an estimation of qualifying services, which has been performed by considering both the responsibilities of the Directors within Equans companies in the UK and the relative size of those companies. No direct recharge is made to the Company for Directors’ remuneration paid by other companies.
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
INTEREST RECEIVABLE AND SIMILAR INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable from group undertakings
|
|
|
|
|
Exchange rate differences
|
|
|
|
|
|
|
|
|
|
INTEREST PAYABLE AND SIMILAR EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable to group undertakings
|
|
|
|
|
Unwinding of discount on provisions
|
|
|
|
|
Interest on lease liabilities
|
|
|
|
|
Exchange rate differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profit for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.TAXATION (CONTINUED)
|
|
FACTORS AFFECTING TAX EXPENSE FOR THE YEAR
|
|
|
The tax assessed for the year is lower than (2024: lower than) the standard effective rate of corporation tax in the UK of 25.0% (2024: 25.0%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit multiplied by standard rate of corporation tax in the UK of 25.0% (2024: 25.0%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
|
|
|
|
|
Research and development tax credit
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
Deferred tax not recognised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term timing difference leading to a decrease in taxation
|
|
|
|
|
Total tax expense for the year
|
|
|
|
|
FACTORS THAT MAY AFFECT FUTURE TAX EXPENSES
|
There are no future changes to tax law announced by the Government that may have a material impact on future tax expenses. The effective tax rate, using the main rate for the year ended 31 December 2025, was 25.0% (2024: 25.0%). Deferred taxes on the statement of financial position have been measured at 25.0%, being the substantively enacted corporation tax rate that will be effective when they are expected to be realised.
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill in the Company relates to the acquisition of the trade and assets of British Coal Limited and BP Energy Limited in 2006.
At 31 December 2025, the Directors performed an impairment review of the remaining goodwill balance. This has resulted in an impairment of goodwill amounting to £256,000 (2024: £59,000).
The impairment review was performed on a value-in-use basis over the remaining contract lives, using a discount rate of 7.0%. No growth rates have been assumed.
Contract assets comprise costs to obtain contracts with customers with a cost of £9,000 (2024: £39,000) and corresponding accumulated amortisation of £9,000 (2024: £39,000) and costs to fulfil a contract with a cost of £1,151,000 (2024: £1,358,000) and corresponding accumulated amortisation of £747,000 (2024: £781,000).
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Right-of-use assets - motor vehicles
|
Right-of-use assets - land and buildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
Charge for the year on right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.TANGIBLE ASSETS (CONTINUED)
|
|
|
|
Assets under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
Charge for the year on right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The disposals in the year relate to the following companies, which were dissolved on 9 December 2025, unless otherwise stated:
∙Cofathec Energy PFI Limited
∙Cofathec Energy Services Limited
∙Cofathec UK Limited (30 December 2025)
∙Resource Environmental Services Limited
∙Equans Energy Services UK Limited (18 October 2025)
The net book value of the Company's investments in these entities was £7,379,807, which was offset by liabilities owed by the Company to each entity and therefore there was no profit or loss recognised on dissolution.
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
Facilities management under a PFI contract
|
|
|
|
Cofathec Heatsave Limited *
|
|
|
|
|
|
|
|
|
|
* This company was placed into voluntary liquidation on 3 September 2024 and therefore the registered office is 11th Floor Landmark St Peters Square, 1 Oxford St, Manchester, M1 4PB.
The registered office of the Company's other subsidiary undertakings is Equans Q10 Office, Quorum Business Park, Benton Lane, Newcastle-upon-Tyne, Tyne and Wear, NE12 8BU.
The subsidiary undertakings are all incorporated in England and Wales with ordinary share capital and are wholly owned directly by the Company.
|
|
|
Raw materials and consumables
|
|
|
|
|
|
|
|
|
|
Replacement costs of stock
|
|
|
The difference between purchase price of stocks and their replacement cost is not material.
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Due after more than one year
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash held in the group cash pool
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company is a participant in the Equans group cash pool arrangements in which Equans S.A.S., a parent of the Company, acts as the centralising entity. Cash of the Company, as well as other subsidiaries of Equans Holding UK Limited in the UK, is pooled daily. Negative bank balances are also extinguished. This is achieved through a zero balance end of day automated cash pooling process operated by Barclays Bank plc and centralised at the Equans S.A.S. header account level.
The cash pool arrangements between Equans S.A.S. as the centralising entity and each member as a participating company are set out in a legally binding Current Account Agreement. Any cash required by a participating company can be withdrawn without notice and without penalty, subject to intra-day and negative balance limits.
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
CREDITORS: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Group relief payable to group undertakings
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured and interest free.
|
|
|
CREDITORS: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
The Company has lease contracts for buildings and motor vehicles used in its operations. Leases of buildings generally have lease terms between 3 and 10 years, whilst leases of motor vehicles generally have lease terms between 3 and 5 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between one year and five years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on lease liabilities
|
|
|
|
|
The cash outflows in respect of lease payments for the year ended 31 December 2025 amounted to £1,545,000 (2024: £1,850,000).
The information in respect of the right-of-use assets has been included in note 13.
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Financial assets measured at amortised cost
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
Financial assets measured at amortised cost comprise cash and cash equivalents, trade debtors, amounts owed by group undertakings, other debtors and accrued income.
|
|
|
Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings, group relief payable to group undertakings, lease liabilities, other creditors and accruals.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to the income statement
|
|
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset temporary differences
|
|
|
|
|
Short-term temporary differences
|
|
|
|
|
Losses and other deductions
|
|
|
|
|
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Onerous contract provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to the income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilapidations provision
The dilapidations provision represents obligations under property leases to restore buildings to a required standard at the end of the lease term. The provision of £310,000 at 31 December 2025 will be utilised when properties are vacated on cessation of the lease. The leases are due to expire over the course of the next three years.
Onerous contract provision
The onerous contract provision comprises an estimate of foreseeable losses in relation to certain contractual obligations. The provision of £2,645,000 at 31 December 2025 will be utilised over the life of the contracts.
Other provision
The other provision comprises public liability insurance claims and settlement provisions outstanding at the year end. The provision of £1,874,000 at 31 December 2025 is expected to be fully utilised within the next two years.
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
700,004 (2024: 700,004) Ordinary shares of £1.00 each
|
|
|
|
|
EQUANS FM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
The share premium account relates to the amount above nominal value received for shares issued.
Profit and loss account
The profit and loss account records the cumulative amount of profits and losses less any cumulative
distribution of dividends.
The immediate parent company of Equans FM Limited is Equans Holding UK Limited, a company registered in England and Wales. The Directors regard Bouygues S.A. to be the ultimate parent company and controlling party of Equans FM Limited. Bouygues S.A. is registered in France.
The parent undertaking of the smallest and largest group which includes the Company for which consolidated financial statements are prepared for the year ended 31 December 2025 is Bouygues S.A. Copies of the group's consolidated financial statements may be obtained from Bouygues, 32 Avenue Hoche, 75008, Paris, France.
|