REGISTERED NUMBER: 06360525 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 NOVEMBER 2023 TO 27 APRIL 2025

FOR

NMS INTERNATIONAL GROUP LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

8

Report of the Independent Auditors

10

Consolidated Income Statement

13

Consolidated Other Comprehensive Income

14

Consolidated Balance Sheet

15

Company Balance Sheet

16

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

A G R Hatfield

P J Marks

A L Oliver

REGISTERED OFFICE:

2 Winchester Place

North Sreet

Poole

BH15 1NX

REGISTERED NUMBER:

06360525 (England and Wales)

AUDITORS:

TC Group, Statutory Auditor

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

COMPANY OVERVIEW

Our Business

NMS is an EPC+F contractor involved in the international supply of infrastructure, equipment and services for governments.

The principal activity of the Group is centred on project development, management and delivery of sustainable social infrastructure projects in sub-Saharan Africa. The current business being conducted through its regional branches is the design, construction, equipping and support of a range of health facilities for the Governments of Cote d'Ivoire, Ghana, Zambia and Zimbabwe.

Our Key Differentiators

We have developed a signature style that combines collaborative working practices with a commitment to delivery of the best quality, service and experience.

We strive to be the best in our fields of activity by embracing open-mindedness and pragmatism to foster innovation and novel ways of responding to challenges. By combining expertise, rigour, responsibility and commitment NMS has become one of the leading players in its field.

The Group's commitment to achieving the highest Environmental, Social and Governance (ESG) standards is underlined by the adoption of policies governing the environment and biodiversity, stakeholder interests, respect of local communities and human rights, business ethics and prevention of corruption, data protection, product quality and health and safety. To support its commitment to the environment and climate change, the company has initiated a programme to offset its carbon footprint.

Our Growth Strategy

o Focus on Sub-Saharan Africa - our efforts are focused on building our business in our primary market.

o Secure follow-on business - by delivering high quality outputs we aim to secure repeat business.

o Expand sector coverage - a broader sector range will help us develop new business.

PRINCIPAL RISKS AND UNCERTAINTIES

i) Payment: the Group's receipts are principally received direct from lending institutions in the UK, on instruction from the customer. While this reduces payment risk, the administrative challenges in receiving funds can be time consuming;

ii) Currency: the Group's receipts are denominated in US Dollars and Euros, giving rise to potential exposure to fluctuations in foreign exchange rates between Sterling and local currencies, which are actively monitored. The company aims to match where possible the contract currency income with supply-side obligations to mitigate exposure to such fluctuations. In addition the Group has entered into a number of forward sale contracts which provide certainty over a proportion of the Group's anticipated Sterling obligations.

iii) Political: while the Group's business is exposed to a degree of political risk, these are considered normal given the current stage in the political cycles of its countries of interest. It should be noted that project finance is insured against the possible effects of political risk;

iv) Local economy: government response measures to the global pandemic created some uncertainty in local economies which may affect availability of supplies of raw materials and services in the local construction industry however, given the mitigation measures adopted by the Group, these are deemed to be of limited lasting impact on future performance;

v) Health: the year was largely free of negative public health impacts. Detailed operational health guidelines are in issue and are subject to constant monitoring, with operational adjustments made as required in line with government and other advice. The Group's operations are not presently unaffected by any material abnormal public health risks and we continue to keep the general situation under constant surveillance;

vi) Timing: the timing of financial close in respect of new projects, at which point a project becomes effective, is unpredictable and presents the Group with a challenging environment in which to plan and forecast. The careful selection, pricing and delivery of the projects it accepts is constantly monitored.

vii) Contracts: The Group's projects are large and complex, requiring multi-site construction, often in challenging and demanding environments. Substantial upfront costs have been incurred in mobilising project management, delivery and construction operations into country, as well as developing local construction methodology and certifications and these are not recovered on contracts. The Group faces numerous challenges when designing and implementing solutions into its chosen markets which often demand innovative and creative approaches to problem solving, particularly in respect of environmental issues in order to satisfy lender requirements, which requires significant research and development effort. There are significant timing differences in relation to the point at which costs are incurred and revenue earned. Significant amounts are held in Amounts Recoverable on Contract on the balance sheet at 30 April 2025, which will, in the opinion of the directors, be recovered over the life of the underlying projects.

RESULTS AND PERFORMANCE

Financial Performance

2025 was a period of significant challenge. The results of the group show an operating loss before tax of £5,037,211 (2023: operating profit before tax of £4,344,391) on sales of £67,904,244 (2023: £159,154,915). Company shareholders' funds total £8,486,388 (2023: £14,279,266).

In late 2024 the Group made the difficult decision to unilaterally terminate its contract with the Ministry of Health of the Republic of Côte d'Ivoire as a result of late and non-payment and the failure of the Ministry of Health to maintain the availability of the UK Export Finance loan; this was despite extensive attempts on the Group's part to engage with the Ministry of Health to resolve matters. The consequences of late and non-payment to the Group were unsustainable and termination the only viable course of action in order to protect the Group's position.

At termination the Group had delivered one of the six hospitals, and a further 5 were in various advanced states of construction. Following termination the Group has followed the contractual process and issued final accounts to the Ministry of Health. As a result historic balances held in the balance sheet in relation to this project have been written off resulting in an extraordinary charge to profit of £37,020,104, and the final account balances have been reflected in the balance sheet as at 30 April 2025. In addition the Group has recognised other operating income of £9,322,511 in respect of its claim for costs and damages in accordance with the contract.This has had a hugely negative impact on the business during the reporting period.

The Group is now in the process of engaging with the contractual arbitration procedure as set out in the contract and is confident of a positive outcome in due course.

The Group continues to operate without external bank debt.

Operational Progress

The Group made steady progress during the year:

Ghana - the $175 million project has been fully completed with the final handover of 7 multi-storey accommodation blocks at the Takoradi European Hospital and the 2 remaining 120-bed District Hospitals at Fomena and Kumawu. The Group's $45m contract for the completion of the Abetife hospital awaits funding.

Zambia - the $300 million project for the design, construction and equipping of 5 x 80-bed District Hospitals and 115 Mini Hospitals was complete with the delivery of 111 Mini Hospitals and 5 District Hospitals; there remain a further 4 Mini Hospitals that may be delivered subject to availability of funding.

A second contract for $427m was signed in August 2024 with the Ministry of Health, Republic of Zambia, for the design, construction and equipping of 5 x 80-bed District Hospitals and 120 Mini Hospitals. This project is being funded directly by the Ministry of Health and initial work commenced in Autumn 2025.

Cote d'Ivoire - as referred to above, the €326 million project for the design, construction and equipping of 6 regional hospitals was terminated in late 2024.

Zimbabwe - the $210 million project for the design, construction and equipping of 30 health centres and 3 district hospitals has progressed in line with the provision of initial tranches of funding. The first 4 health centres have been completed, including the first two in the key locations of Stoneridge, Harare and Cowdray Park, Bulawayo. The next 4 sites are at varying stages of execution.

BUSINESS ENVIRONMENT

2025 has been a challenging period as the Group continued to progress multi-site delivery in four countries. The Ghana project was completed; in Zambia the District Hospital delivery phase has commenced and in Zimbabwe delivery of health centres has progressed in line with available funding. Common to all the projects have been acclamations of the quality of the workmanship. These developments have resulted in a marked increase in activity which is reflected in the financial results for the period, tempered by the historic costs associated with completions in Ghana and development of new business opportunities.

The focus of the Group's business development activity during the period under review was the progression of new pipeline prospects and the securing of follow-on business with existing customers. A number of projects are expected to come to fruition in the current financial period and are expected to underpin growth prospects for the business well into the future.

The Group is actively involved in seeking to deliver projects which meet benchmark ESG criteria and has developed a set of standards for its operations to maintain the highest standards and enable ESG compliant funding to become more accessible.

OUTLOOK

The strategic progress and operational momentum of the last two years have required NMS to structure itself into a different business. We have a clear growth strategy, focused on growth in our core Sub-Saharan Africa market, by leverage of existing customer relationships and expansion into new markets and sectors.

After several years of rapid growth, 2026 is a year of consolidation, as we commence new projects and bring pipeline projects to contract. Our proprietary offering, combined with a pipeline of new projects, will ensure NMS is in a strong position to grow over the medium term and we remain excited about the opportunities ahead.

STRATEGY

The Group's success is dependent on the judicious selection, pricing and delivery of the projects it accepts, and the rate at which it seeks to grow. It is focused on sustainable projects in Sub-Saharan Africa in the $100-$300 million range, primarily in the following sectors:

- Healthcare

- Agriculture

- Education

- Renewable energy

- Water and wastewater management

The Group will continue to consolidate its position by concentrating its efforts in the delivery of national social infrastructure, particularly in its chosen market sectors.

The Group aims to improve efficiency in all areas of operations through cost optimisation; disciplined procurement and effective management. The Group continues its focus on shaping organisational structure for operational effectiveness.

KEY PERFORMANCE INDICATORS

Continuing progress has been made in relation to key elements of Group strategy throughout the year. The Board continuously monitors progress by reference to KPIs, principally relating to short and medium-term liquidity, cash flow, working capital requirements, value of work completed and a range of extra-financial performance measures relating to ESG criteria.

POST BALANCE SHEET EVENT

Subsequent to the end of the financial period the UK Export Finance loan, arranged to fund the Group's a €175 million contract with the Government of Uganda for the Financing Agricultural Production, Quality and Standards for Market Access Facilities project, was signed and initial customer funding received in January and September 2026, it is anticipated that the UK Export Finance loan with be effective by the end of December 2026, once the government of Uganda have paid the full 5% Advance Payment. In addition the first modest tranche of funding for the Group's $427m follow-on work on the hospital building projects in Zambia was received enabling initial work to commence.

FUTURE DEVELOPMENTS

The Group expects to mobilise on its Uganda project once financial effectiveness is achieved in October 2026, and that delivery of the follow-on Zambia project will accelerate in 2026. Furthermore the Group looks forward to bringing a number of pipeline projects to contract and financial effectiveness.

The Group has continued to expand its coverage in Sub-Saharan Africa and has a substantial pipeline of prospective infrastructure projects. These opportunities are carefully considered and continuously reassessed to ensure that the resources required to pursue them are aligned to those prospects with the greatest probability of success in securing funding, contract signature and subsequent delivery.

The Group actively continues to prospect for appropriate projects meeting its criteria.

SECTION 172(1) STATEMENT

As required by Section 172 of the Companies Act a director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard, amongst other matters, to the:

- likely consequences of any decision in the long term

- interests of the Group's employees

- need to foster the Group's business relationships with suppliers, customers and others

- impact of the Group's operations on the community and the environment

- desirability of the Group maintaining a reputation for high standards of business conduct

- need to act fairly as between members of the Group.

The Group has a clearly defined strategy and the Directors consider the long-term consequences of their decisions in the context of this strategy. When making decisions the Directors consider several factors including the:

- requirement to maintain a reputation of high standards of business conduct

- need to act fairly between members of the Company

- translation of strategy into both annual plans and longer-term goals which are regularly reviewed by the Directors

- way in which the Group's objectives influence its employees, customers, suppliers and shareholders together with the Group's wider impact on the environment.

The Group's engagement with its stakeholders and consideration of their respective interests is as follows:

EMPLOYEES AND DISABILITY

As an equal opportunities employer full and fair consideration is given to applications for employment from all backgrounds and groups of individuals including those with disabilities. It is the Group's policy to treat everyone fairly and equitably in the recruitment process. The Directors ensure all employees are aware of the objectives and results of the Group through presentations and meetings. It has also been their focus to provide a positive work environment for all employees with opportunities for all to grow and achieve their potential.

CUSTOMERS AND SUPPLIERS

The Group collaborates with a variety of customers and our success depends on having the resources and skills necessary to guarantee a superior service level and product quality. The Group has longstanding relationships with local and international suppliers ensuring conformance of quality, cost competitiveness and sourcing guarantee.

COMMUNITY AND THE ENVIRONMENT

The Group is an important source of employment in the areas in which it operates and it seeks to invest in ways of working to reduce its impact on the environment.

STREAMLINED ENERGY AND CARBON REPORTING

2025 (reporting period)

2024 (annualised)

2023

kWh

kWh

kWh

Energy consumption

Aggregate of energy consumption in the year

176,635

117,756

98,107

-Gas purchased

54,241

36,161

23,661

-Electricity purchased

122,394

81,596

74,446

Tonnes

Tonnes

Tonnes

CO2e

CO2e

CO2e

Emissions of CO2 equivalent

Scope 1 - Direct emissions

- Gas consumption

14.65

9.76

6.39

- Refrigerant*

323.07

215.38

N/A

Scope 2 - Indirect emissions

- Electricity purchased

38.01

25.34

23.12

Scope 3 - Other direct emissions

- Fuel consumed for transport not owned by the company

981.69

654.42

742.62 (518.55)

Total gross emissions

1,357.42

904.91

772.13 (548.07)

Intensity ratio

Tonnes CO2e per employee

N/A

15.88

13.43 (9.53)

Quantification and reporting methodology

- HM Government Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 (SECR Guidance, 2019)

- 2024 Government Greenhouse Gas Conversion Factors for Company Reporting

- Greenhouse Gas Protocol: Quantitative Inventory Uncertainty October 2022

* Refrigerant losses were recorded and emissions measured for the first time during the FY2025.

The calculation methodology for 'fuel consumed for transport not owned by the company' changed between the 2023-2025 reporting years. As advised by the SECR Guidance (2019), page 46, the corrected figures have been presented for the 2023 year with the previously reported figure alongside in brackets. The adjusted figures for all other emissions figures affected by this change are also provided.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes of carbon dioxide equivalent (tCO2e) per full time employee as recommended for the sector.

Measures taken to improve energy efficiency

- Continuous improvement in Greenhouse Gas accounting processes, including the voluntary capture of Scope 3 emissions. Increase in areas of the UK business covered by the carbon accounting process, with the 2025 process including 100% (FY 2023: 89%) of all applicable UK Government provided conversion factors (areas of business activity for which attributable tCO2e emissions can be calculated).

- The ongoing reduction in the London office of the use of gas in favour of an electrical heating system led to a 46% reduction in overall gas consumption for 2025 (447 kWh) compared to FY 2023 (825 kWh). Electrification is a low carbon long term investment as the national electricity grid decarbonises over time.

- The use of modern communications technology, in particular video conferencing, is reducing the requirement for employee travel both within the UK and abroad. Emissions associated with air travel fell by 36% for the 2024 year (289 tCO2e) compared to the previous year (FY 2023: 452 tCO2e). This is particularly relevant as air travel represents a high proportion of the calculated NMSI GHG emissions.

ON BEHALF OF THE BOARD:

A L Oliver - Director

30 October 2026

The directors present their report with the financial statements of the company and the group for the period 1 November 2023 to 27 April 2025.

PRINCIPAL ACTIVITY

The principal activity continues to be the project management and delivery of social infrastructure projects in sub-Saharan Africa. The current business being conducted is the design, construction, equipping and support of hospitals and health facilities together with associated infrastructure, for the Governments of Ghana, Zambia, Zimbabwe and Cote d'Ivoire.

DIVIDENDS

The total distribution of dividends for the year ended 30 April 2025 was £nil (2023: £nil).

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

A G R Hatfield

P J Marks

A L Oliver

Other changes in directors holding office are as follows:

Lt Colonel M Oliver - resigned 28 February 2025

F L T M Hsu ceased to be a director after 27 April 2025 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The groups business model is structured to mitigate their exposure to credit risk with the third party institutions funding their customers and payment terms agreed at the outset of a contract, the company do not take on debt themselves but also enable them to meet the credit requirements of their suppliers. Management forecast cash flows to minimise liquidity risk. With contracts largely denominated in other currencies to GBP forward exchange contracts are used to mitigate fluctuations.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by Paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report instead. These matters relate to Business review, Principal risks and uncertainties and Key performance indicators.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, TC Group, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A L Oliver - Director

30 October 2026

Disclaimer of Opinion

We were engaged to audit the financial statements of NMS International Group Limited (the 'parent

company') and its subsidiaries ('the group') for the period year ended 27 April 2025 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies.

We do not express an opinion on the accompanying financial statements of NMS International Group Limited.. Because of the significance of the matters described in the Basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

The audit evidence available to us was limited in relation to a construction contract that was terminated in the year, and the subsequent claim. Following cancellation, contract trading balances were released to the Consolidated Income Statement in the period resulting in a net reduction to profit of £37,020,104. The Group has subsequently included Other income of £9,332,511 for a corresponding damages claim against the customer which is included within Amounts recoverable on contract of £20,346,369, being the amount the Group is due from the customer. Where this matter is subject to ongoing arbitration proceedings, there is uncertainty in respect of the timing and recovery of these amounts as at the reporting date. In addition the Group has included within Other creditors an amount of £1,886,218 on the contract where the terms and circumstances surrounding the termination, including whether any amount remains payable in respect of the contract, are currently unclear. Furthermore we were unable to obtain sufficient appropriate audit evidence in relation to the management charge of £4,343,782 as supporting documentation was not available. As a result of this, we have been unable to carry out adequate audit procedures to obtain sufficient, appropriate audit evidence regarding several amounts in the Balance sheet and the subsequent loss recognised in the Consolidated Income Statement. This amount has been included in the overall reduction to profit as above.

The audit evidence available to us was limited in relation to a Subsidiary of the Group, NMS Infrastructure-Cote D'Ivoire SA, for which no financial information was available for the year ended 27 April 2025. During the year, an amount of £2,951,021, representing the subsidiary's retained earnings as at 1 November 2023, was written off to reflect the disposal of the subsidiary. However, no supporting documentation was available to substantiate this balance or the resulting adjustment. Consequently, we were unable to perform sufficient audit procedures to obtain adequate and appropriate audit evidence regarding the carrying values of related balances within the Balance Sheet and the loss recognised in the Consolidated Income Statement arising from the write-off. Accordingly, we were unable to determine whether any adjustments to these amounts might have been necessary. This balance has been included in the overall reduction to profit as above.

The audit evidence available to us was limited in relation to a number of historical contract trading balances that were released to the Consolidated Income Statement in the prior year, resulting in a net reduction to profit of £2,366,905. As a result of this, we have been unable to carry out adequate audit procedures to obtain sufficient, appropriate audit evidence regarding Retained earnings as at 1 November 2023.

Due to the significance of the matters described above, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly we do not express an opinion on the financial statements.

.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

o the information given in the strategic report and directors' report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

o the strategic report and 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 the Report of the Directors.

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.

Arising from the limitation of our work referred to above:

o we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

o we were unable to determine whether adequate accounting records have been kept.

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:

o returns adequate for our audit have not been received from branches not visited by us; or

o the financial statements are not in agreement with the accounting records and returns; or

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

o the directors were not entitled to prepare the financial statements in accordance with the

small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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

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

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant frameworks which are directly relevant so specific assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the Companies Act 2006) and the relevant tax compliance regulations in the UK.

- We understood how the company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes and discussions with those charged with governance.

- We assess the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by discussion with management from various parts of the business to understand where they considered there was a susceptibility to fraud. We considered the procedures and controls that the company has established to prevent and detect fraud, and how these are monitored by management, and also any enhanced risk factors such as performance targets.

- Based on our understanding, we designed our audit procedures to identify any non-compliance with laws and regulations identified in the paragraphs above.

- We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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 Gillespie FCCA (Senior Statutory Auditor)

for and on behalf of TC Group, Statutory Auditor

1 Rushmills

Bedford Road

Northampton

Northamptonshire

NN4 7YB

30 October 2026

TURNOVER

4

67,904,244

159,154,915

Cost of sales

70,290,875

138,819,034

GROSS (LOSS)/PROFIT

(2,386,631

)

20,335,881

Administrative expenses

11,983,092

15,991,490

(14,369,723

)

4,344,391

Other operating income

5

9,332,511

-

OPERATING (LOSS)/PROFIT

7

(5,037,212

)

4,344,391

Historic contract losses

9

-

(2,366,905

)

Provision for irrecoverable VAT

9

(3,136,374

)

-

(8,173,586

)

1,977,486

Income from interest in associated undertakings

-

(78,926

)

Interest receivable and similar income

147,280

102,256

147,280

23,330

(8,026,306

)

2,000,816

Amounts written off investments

10

(24,120

)

301,521

(8,002,186

)

1,699,295

Interest payable and similar expenses

11

12,766

360,123

(LOSS)/PROFIT BEFORE TAXATION

(8,014,952

)

1,339,172

Tax on (loss)/profit

12

(1,043,607

)

2,303,153

LOSS FOR THE FINANCIAL PERIOD

(6,971,345

)

(963,981

)

Loss attributable to:

Owners of the parent

(6,971,345

)

(963,981

)

LOSS FOR THE PERIOD

(6,971,345

)

(963,981

)

OTHER COMPREHENSIVE INCOME

Foreign exchange reserves

1,172,117

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

1,172,117

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(5,799,228

)

(963,981

)

Total comprehensive income attributable to:

Owners of the parent

(5,805,578

)

(963,981

)

Non-controlling interests

6,350

-

(5,799,228

)

(963,981

)

FIXED ASSETS

Tangible assets

14

8,954

339,239

Investments

15

Interest in associate

-

24,194

8,954

363,433

CURRENT ASSETS

Debtors

16

28,306,303

97,487,522

Cash at bank and in hand

17

34,307

22,968,470

28,340,610

120,455,992

CREDITORS

Amounts falling due within one year

18

18,708,365

105,039,617

NET CURRENT ASSETS

9,632,245

15,416,375

TOTAL ASSETS LESS CURRENT LIABILITIES

9,641,199

15,779,808

CREDITORS

Amounts falling due after more than one year

19

1,154,811

1,500,542

NET ASSETS

8,486,388

14,279,266

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Share premium

451,650

451,650

Capital redemption reserve

225

225

Other reserves

1,172,117

-

Retained earnings

6,861,396

13,832,741

SHAREHOLDERS' FUNDS

8,486,388

14,285,616

NON-CONTROLLING INTERESTS

23

-

(6,350

)

TOTAL EQUITY

8,486,388

14,279,266

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2026 and were signed on its behalf by:

A L Oliver - Director

P J Marks - Director

FIXED ASSETS

Tangible assets

14

-

1,941

Investments

15

100

31,997

100

33,938

CURRENT ASSETS

Debtors

16

4,752,588

6,829,843

Cash at bank and in hand

17

499

69,673

4,753,087

6,899,516

CREDITORS

Amounts falling due within one year

18

5,019,297

6,832,714

NET CURRENT (LIABILITIES)/ASSETS

(266,210

)

66,802

TOTAL ASSETS LESS CURRENT LIABILITIES

(266,110

)

100,740

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Share premium

451,650

451,650

Capital redemption reserve

225

225

Retained earnings

(718,985

)

(352,135

)

SHAREHOLDERS' FUNDS

(266,110

)

100,740

Company's loss for the financial year

(366,850

)

(602,386

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2026 and were signed on its behalf by:

A L Oliver - Director

P J Marks - Director

Called up

Capital

share

Retained

Share

redemption

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 November 2022

1,000

14,796,722

451,650

225

Changes in equity

Total comprehensive income

-

(963,981

)

-

-

Balance at 31 October 2023

1,000

13,832,741

451,650

225

Changes in equity

Total comprehensive income

-

(6,971,345

)

-

-

Balance at 27 April 2025

1,000

6,861,396

451,650

225

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 November 2022

-

15,249,597

(6,350

)

15,243,247

Changes in equity

Total comprehensive income

-

(963,981

)

-

(963,981

)

Balance at 31 October 2023

-

14,285,616

(6,350

)

14,279,266

Changes in equity

Total comprehensive income

1,172,117

(5,799,228

)

6,350

(5,792,878

)

Balance at 27 April 2025

1,172,117

8,486,388

-

8,486,388

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 November 2022

1,000

250,251

451,650

225

703,126

Changes in equity

Total comprehensive income

-

(602,386

)

-

-

(602,386

)

Balance at 31 October 2023

1,000

(352,135

)

451,650

225

100,740

Changes in equity

Total comprehensive income

-

(366,850

)

-

-

(366,850

)

Balance at 27 April 2025

1,000

(718,985

)

451,650

225

(266,110

)