AMCOME

AF128041

A33

30/04/2026

COMPANIES HOUSE

#97

2025

ANNUAL REPORT AND ACCOUNTS

For the year ended 31 December 2025

Strategic report
Governance report
Financial statements

HIGHLIGHTS

The Group delivered another strong financial performance in 2025, with revenue increasing by 22% to £70.9m (2024: £58.1m). Gross margin improved to 36.6% (2024: 36.4%), driven by both margin gains within individual operating companies and a favourable shift in Group sales.
Adjusted EBITDA increased by 19.3% to £9.2m (2024: £7.7m), reflecting improved operational efficiency and continued organic growth across several group companies along with acquisition growth.
We believe the 2024 AIM IPO has both positively endorsed the Group's 'Buy, Improve, Build' strategy and provided a robust and substantial platform for the next stage of its profitable growth.
During the year, the Group completed 2 acquisitions; EMC Elite Engineering Services Limited, a specialist mechanical and electrical engineering business and Randor Technologies Limited (trading as Electronix Services) which were integrated into our Embedded Engineering Division.
We have continued to significantly build the Group's resources and talent to support our growth and development ambitions, with 12 senior positions being filled over the course of the year, many of whom bring substantial sector experience to complement our existing team's strong and proven capability. These additions reflect our commitment to building a high-performing and experienced team capable of delivering sustained value creation.
With a proven 'Buy, Improve, Build' model supported by a talented, motivated and highly experienced team, the Group enters 2026 in an excellent position to further capitalise on the strong growth it has delivered over the last 4 years in its chosen specialist industrial sectors.

Financial highlights

Revenue increased by 22% to £70.9m (2024: £58.1m).
Gross margin increased to 36.6% (2024: 36.4%) driven by improved individual company-level performance and shifts in the sales mix between companies.
Adjusted EBITDA increased by 19.3% to £9.2m (2024: £7.7m).
Net assets of £23.7m at 31 December 2025 (2024: £20.4m).
Net debt of £11.2m at 31 December 2025 (2024: £6.1m) (includes deferred and contingent consideration payable and excludes leases liabilities).
Cash balances of £8.6m at 31 December 2025 (2024: £12.1m).

Strategic report

1 Highlights
2 Our Group background
10 Chair's statement
11 Chief Executive Officer's report
14 Chief Financial Officer's report
16 Business model
17 Strategy
18 Section 172 statement
20 Sustainability report
23 Principal risks and uncertainties

Governance report

32 Board of Directors
34 Corporate Governance statement
38 Audit and Risk Committee report
39 Remuneration Committee report
45 Directors' report

Financial statements

48 Independent auditor's report
54 Consolidated statement of comprehensive income
55 Consolidated statement of financial position
56 Consolidated statement of changes in equity
57 Consolidated statement of cashflows
58 Notes to the group financial statements
85 Company statement of financial position
86 Company statement of changes in equity
87 Notes to the company financial statements
93 Company information

Amcomri Group plc 2025 Annual Report and Accounts

Our Group background

Amcomri is a 'Buy, Improve, Build' UK focused, specialist engineering services and industrial manufacturing group. Our engineering businesses provide specialist technical services to major UK infrastructure, transportation, process and energy companies whilst our manufacturing businesses provide components and materials for B2B industrial markets.

The Group has two operating divisions:

(i) Embedded Engineering Division ("EE"): providing specialist technical and engineering services for major industrial, infrastructure and transportation markets. Our clients typically have complex technical needs and the work is undertaken in operating environments where safety and compliance performance are critical requirements. The division's engineering services are focused on clients' capital intensive, mission-critical assets. Typically this can include equipment such as high voltage electrical transmission systems, petrochemical and continuous process facilities as well as large conventional and nuclear power generation plants.

(ii) B2B Manufacturing Division ("B2B"): focusing on selective niche B2B markets or businesses where the Group has identified an opportunity using its extensive industrial expertise to progressively achieve enhanced financial performance from a manufacturing operation.

Since 2016, the Group has been created through 19 successful acquisitions, comprising the acquisition of 14 operating companies, 4 bolt-on asset or business purchases and 1 special purpose vehicle. The Group coaches and assists its operating company management teams to ensure these asset or business operating companies are run autonomously to high financial, commercial and operational standards.

Acquisitions timeline

2 Amcomri Group plc 2025 Annual Report and Accounts

Strategic report
Governance report
Financial statements

Our businesses

Industrial Valve Services

Established in 1981, Industrial Valve Services (IVS) is one of the UK's leading specialists in industrial valve maintenance, overhaul and recertification. Operating from advanced service centres in Swansea and Pembroke Dock, IVS supports all sectors with workshop and onsite services, including in-situ testing, reverse engineering and full-lifecycle management to ensure compliance, reliability and extended asset life.

Core Services

Valve Overhaul and Repair – Complete disassembly, inspection, machining, rebuild and pressure testing of control, safety relief and block valves to BS EN 12266-1:2012, ABNSI B16.34 and OEM specifications.
Reverse Engineering – Precision re-manufacture of obsolete or non-supported components using advanced measurement, machining and material replication processes.
On-Site Services – In-situ overhaul, re-packing, seat lapping, diagnostics and on-line safety valve testing to minimise downtime.
Shutdown and Turnaround Support – Deployment of mobile test rigs and engineering teams for STO maintenance, pressure testing and certification up to 6000 psi / 413 bar.
Valve Asset Management – Digital valve history tracking, predictive maintenance scheduling and lifecycle optimisation integrated with client CMMS systems.

End Markets / Customers Supported

Process industries, including chemical, refining and power
Heavy industry, including steel, water and marine
Manufacturing and food processing

Kestrel Valve Services

Established in 1989, Kestrel Valve Services (KVS) is a leading UK specialist in the maintenance, overhaul and recertification of control, safety relief and mechanical valves. An Emerson Accredited Service Provider, KVS supports the energy-from-waste and wider process industries with full lifecycle valve management, reverse engineering capability, and rapid on-site maintenance from its fully equipped service centre in Gloucester.

Core Services

Control Valves – Comprehensive overhaul, re-trim, modification and calibration of all control valve types, actuators and positioners. Tested to ANSI B16.34 and FCI 70-2-2013, with OEM rebuilds, same-day turnaround and reverse engineering for obsolete components.
Safety Relief Valves – Full inspection, machining, rebuild and certification to BS EN ISO 4126-1:2013. CDTP and leak testing using air, nitrogen or water.
Mechanical Valves – Overhaul and diagnostic for gate, globe, plug, ball, butterfly and NRV types.
On-Site Services – In-situ overhaul, testing, lapping and actuator diagnostics during shutdowns and outages.
Valve Supply and Asset Management – Sizing, selection and supply of new control, relief and mechanical valves, plus digital valve history tracking, predictive maintenance and lifecycle optimisation integrated with client systems.

End Markets / Customers Supported

Energy from Waste (EfW)
Process industries, including chemical, refining and power
Manufacturing and food processing

Amcomri Group plc 2025 Annual Report and Accounts

4 Amcomri Group plc 2025 Annual Report and Accounts

Spiral Weld

Founded over 35 years ago, Spiral Weld is a specialist in advanced weld repair, remanufacture and life extension of critical metal components for the energy, chemical, marine, water and defence sectors. Using its proprietary continuous overlay process, the company restores and enhances high-value shafts, rotors and valve components, delivering OEM-quality – or superior – performance with reduced cost, lead time and environmental impact.

Core Services

Component Repair and ReManufacture – Precision repair and restoration of high-value metal components including shafts, rotors, valve spindles, cages, plugs and seats.
ReManufacture+ – Enhanced rebuild using upgraded alloys and dissimilar metals to improve wear, corrosion and abrasion resistance. Delivers components that outperform original OEM designs.
Spiral Weld Process – Proprietary continuous weld overlay technology providing distortion-free recovery of large rotating or static parts. Ensures improved mechanical integrity and dimensional accuracy over standard welding techniques.
Engineering Assessment and Testing – Full inspection, NDT evaluation, CAD modelling and dimensional verification under ISO 9001:2015. Includes mechanical testing, material analysis and quality documentation.

End Markets / Customers Supported

Energy and power generation, including CCGT, nuclear, EfW, and oil and gas
Industrial and process sectors
Marine and water utilities

TP Matrix

Based in Greater Manchester, TP Matrix operates from a modern 20,000 square foot facility, providing safety-critical, high-integrity electronic design, test, repair and overhaul services to the rail industry.

With over 30 years of specialist experience, the company delivers component-level and system-level engineering support across passenger and freight rolling stock, including main line trains, trams and London Underground fleets.

Core Services

Engineering, Test, Repair and Overhaul – Full component-level repair and overhaul of complex electronic systems, including DCUs, PSUs, WSPs, Cab Display Units, ACEs, traction converters and train management systems.
Condition Assessment – Detailed inspection and analysis of equipment condition through visual inspection, disassembly, microscopic analysis, and electrical testing.
Obsolescence Management – Incorporating BS EN IEC 62404 practices, TP Matrix undertakes proactive reviews, maintaining stock of at-risk components and works with qualified sourcing partners.
Panel and Cabinet Build – Design, manufacture and refurbishment of control panels, wiring looms and electronic cabinets, including wiring integration, PCB layout, PLC and PIC programming.
Reverse Engineering and Product Improvement – Circuit re-design, PCB re-layout, component substitution, and full function redevelopment.

End Markets / Customers Supported

Main line rail, light rail and London Underground
Original equipment manufacturers ("OEMs"), rolling stock companies ("ROSCOs"), train operating companies ("TOCs") and maintenance companies.

Strategic report
Governance report
Financial statements

eTrac

Based in Surrey, eTrac is a leading specialist in the testing, repair and overhaul of railway traction and control electronics. Through advanced fault-finding, diagnostic testing and refurbishment, the company improves the reliability, safety and efficiency of rail operations. Minimising downtime, eTrac provides system-level support for new and legacy traction systems across main line and light rail fleets.

Core Services

Testing and Fault-Finding – In-house diagnostic and compliance testing of traction and control systems, enabling accurate fault detection and performance verification across modules such as MITRAC VCUs, DCUs, auxiliary converters and motor drives.
Repairs and Overhauls – Component-level repair and full overhaul of traction converters, brake resistors, vehicle computers and high-voltage electronic systems.
Emergency Repairs – Rapid response to minimise service disruption.
Supply of Spare Parts – Extensive stockholding of critical spares including brake resistor elements, vehicle computer PCBs, enclosures and electronic assemblies.
Obsolescence Management – Reverse engineering and re-design of components no longer supported by the OEM.

End Markets / Customers Supported

Main line rail, light rail and metro
Train operators, maintenance depots and manufacturers
Rolling stock OEMs and system integrators

Electronic Services

Based in Ireland, Electronic Services has over 30 years' experience in the advanced electronics sector, delivering component-level engineering solutions that extend the life of high-value electronic equipment. Combining deep technical expertise with proprietary diagnostic tools, the company provides fast, reliable and cost-effective repair services.

Core Services

Advanced Electronic Repair and Refurbishment – Full component-level repair, debug and upgrade of complex electronic assemblies and control systems using proprietary diagnostic tools and SMT/BGA rework capability.
Industrial and Process Control Equipment Repair – Precision repair and refurbishment of PLCs, variable speed drives, HMIs, SCADA interfaces and instrumentation.
Medical and Pharmaceutical Equipment Repair – High-integrity repair, refurbishment and certification services for hospitals, OEMs and service organisations.
Reverse Engineering and Circuit Re-Design – Detailed fault and life-cycle analysis, schematic capture, PCB re-layout and re-engineering of obsolete or unsupported products.
Professional Engineering Services – Advanced fault analysis, motion control and positioning systems support, product life extension studies, and technical procurement.

End Markets / Customers Supported

Industrial manufacturing and process control
Medical, pharmaceutical and energy sectors
Renewable, rail, transport and infrastructure

Amcomri Group plc 2025 Annual Report and Accounts
5

WJ Project Services

Founded in 2007, WJ Project Services (WJPS) is a specialist provider of high- and low-voltage electrical engineering solutions for the UK's rail, offshore and private network sectors. Experts in Electrical Protection Systems (EPS), WJPS delivers turnkey design, installation, testing and commissioning services for critical HV and LV infrastructure, ensuring safety, reliability and compliance across national power networks.

Core Services

HV/LV Installation, Testing and Commissioning – Full turnkey of high- and low-voltage electrical systems including switchgear, substations, protection relays and integrated control systems. Comprehensive testing to National Rail and National Grid standards.
Electrical Protection Systems (EPS) – Design, configuration, and synchronised injection testing of intelligent electronic devices and IEC 61850 networks.
Rail Electrification Projects – AC and DC traction power installation, testing, and commissioning including overhead line, autotransformer, SCADA and substation works.
Offshore Power Systems – Commissioning and testing of HV/LV switchgear and interconnector systems for offshore platforms.
Private Network Operations – Installation, maintenance, and modification of private HV/LV networks for industrial, nuclear and data centre clients.

End Markets / Customers Supported

Rail and transportation infrastructure
Energy and offshore
Industrial and private networks

EMC Elite Engineering Services

EMC Elite Engineering (EMC) is a specialist provider of mechanical, electrical and project management services to the power generation, renewables, process and heavy engineering sectors. With proven expertise in shutdowns and outages, EMC delivers safe, responsive and cost-effective solutions – offering full project planning, supervision and labour resourcing supported by a highly professional management team and skilled technical workforce.

Core Services

Mechanical Engineering and Maintenance – Comprehensive mechanical services including pump, valve, turbine, and heat recovery steam generator (HRSG) maintenance; installation, alignment, overhaul, and refurbishment of rotating and static equipment.
Electrical Engineering and Maintenance – LV and HV electrical services covering motor and generator testing, switchgear maintenance, actuator installation, and trace heating.
BESS and Peaker Generation Projects – Full electrical and mechanical turnkey solutions for Battery Energy Storage systems and peaking plants. Design, installation, commissioning, and integration with power and control systems, ensuring safe, compliant, and efficient operation.
Outage and Shutdown Support – Rapid-response labour resourcing and technical supervision during major outages. Expertise in valve overhaul, NDT coordination, and third-party contractor management.

End Markets / Customers Supported

Power generation and renewables
Process, heavy industries, and utilities
Aggregates and construction

Amcomri Group plc 2025 Annual Report and Accounts

Strategic report
Governance report
Financial statements

Blundell Production Equipment

With over 40 years of experience, Blundell Production Equipment is the UK's leading distributor and service provider for Printed Circuit Board (PCB) assembly machinery and tools. Supporting medium to low-volume, high-quality electronics manufacturing, Blundell represents global brands including Yamaha, Ersa, IBL, Fritsch, Schunk and PVA, offering full installation, demonstration and technical support.

Core Services

SMT Placement and Prototyping – Full range of automatic, semi-automatic and manual pick-and-place systems from Yamaha, Fritsch and TWS for low to high-volume PCB assembly, including entry-level prototyping solutions.
Soldering Technologies – Selective, vapour phase, convention reflow and wave soldering systems from Ersa and IBL, plus hand soldering and stencil printing solutions for precision, repeatable solder joints.
Inspection and Quality Control – Advanced 2D/3D AOI, FAI and X-ray inspection systems from Yamaha and Creative Electron, complemented by full HD manual inspection and process verification tools.
PCB Handling, Cleaning and Storage – Intelligent drying ovens, humidity cabinets, vacuum sealing, PCB and stencil cleaning systems, and fume extraction solutions.
De-panelling and Component Preparation – Automatic and manual de-panelling, component forming and hybrid rework systems.

End Markets / Customers Supported

Electronics manufacturing
Industrial, telecoms and energy systems
Education, research and development, and prototyping

Premier Limpet

Founded in 1992, Premier Limpet is a leading UK trade-exclusive manufacturer of printed and plain self-adhesive tapes. Operating from facilities in Cambridgeshire, it offers bespoke design-to-delivery services, rapid lead times, and next-day stock dispatch, supported by an in-house tape testing laboratory ensuring consistent technical quality and product performance.

Core Services

Bespoke Printed Tapes – Custom-printed self-adhesive tapes tailored to client branding and application requirements, available across PVC, polypropylene, paper and eco-friendly materials. Full-design-to-production support from concept to finished roll.
Standard Stock Tapes – Extensive range of plain and pre-printed PVC, polypropylene and paper tapes held in stock for next-day UK mainland delivery, including tamper-evident, reinforced and cloth variants.
Specialist and Technical Tapes – Food-safe, pipeline identification, cross-weave, removeable and water-activated paper tapes designed for industry-specific applications, meeting BRC, BS 1710 and BS 4800 standards.
Trade Partner Services – Exclusive trade-only supply with flexible 10- and 20-day turnaround options, dedicated account management, direct-to-customer plain-label, and guaranteed continuity of supply.
Technical Support and Development – In-house research and development, laboratory testing and training to ensure product quality.

End Markets / Customers Supported

Packaging and logistics
Food, beverage and FMCG
Industrial and manufacturing

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8 Amcomri Group plc 2025 Annual Report and Accounts

Bex Design and Print

With over 35 years of experience, Bex Design and Print (Bex) is a Wiltshire-based specialist in industrial screen and digital printing for the electronics, medical and green energy sectors. Operating to ISO 9001:2015 standards, Bex produces membrane keypads, graphic overlays, labels and anodised plates, combining advanced thick-film printing technology with fast turnaround, precision quality and cost-effective solutions.

Core Services

Membrane Switches and Interfaces – Design and manufacture of durable, custom membrane switches, keypads and printed interfaces.
Graphic Overlay and Labels – High-quality overlays, embossed panels, resin domed, and heavy-duty labels produced using screen and digital print for branding, identification and control systems.
Anodised Plates and Polycarbonates – Precision-printed metal and Lexan polycarbonate plates for rugged, long-life industrial and OEM equipment applications.
Gaskets, Insulators and Prototyping – Custom-cut insulating and sealing components with full prototyping and low-volume production capability for development and testing.
Sequential, QR and Reel Labels – Sequentially numbered, barcode and reel label production for traceability and automated manufacturing environments.

End Markets / Customers Supported

Electronics and industrial equipment
Medical, defence and aerospace
Transport, EV charging and green energy

JA Harrison

Based in Manchester, JA Harrison is a leading manufacturer of gaskets, seals and PTFE components serving global industrial markets. The company provides advanced sealing solutions, re-engineering and technical support to sectors including power, oil and gas, pharmaceuticals and process. Combining over a century of manufacturing heritage with modern materials expertise, JA Harrison delivers world-class sealing technology.

Core Services

Gaskets and Sealing Solutions – Design and manufacture of bespoke metallic and non-metallic gaskets, seals, gland packing, bellows, and flexible connections.
PTFE Components and Materials – In-house production of ADFLON™ PTFE, including virgin, modified, filled, and expanded grades, offering FDA and USP Class VI approved alternatives to 3M products.
Plastic Machining and Moulding – Precision machining and moulding of PTFE and engineering plastics to create a custom sealing and insulation components across multiple sectors.
Technical and Engineering Services – 24-hour breakdown response, design and modification support, prototype development, store surveys, and re-engineering of legacy components.
Material Conversion and Component Manufacturing – Precision engineering and conversion of diverse materials including graphite, rubber, polyurethane, non-asbestos fibre, and engineered plastics.

End Markets / Customers Supported

Energy, process and utilities
Industrial and manufacturing
Transport, defence and life sciences

Strategic report
Governance report
Financial statements

Drurys Engineering

Based in Hertfordshire, Drurys Engineering (Drurys) provides advanced precision machining, manufacturing, and assembly services to aerospace and industrial sectors. With over 20 years of experience, Drurys specialises in fine-limit grinding, EDM, and deep-hole drilling, supported by in-house wet processing, NDT, clean-room assembly, welding, and heat treatment, operating to EN9100:2018 and ISO 9001:2015 quality standards.

Core Services

5-Axis CNC Machining – Advanced 5-axis milling capability delivering complex, high-tolerance components with exceptional accuracy and surface finish, supported by automated pallet systems for continuous, efficient production.
CNC Turning – High-precision twin-spindle turning with live-tooling, enabling single-setup machining for intricate parts, reducing lead times.
CNC Milling – Multi-axis vertical machining centres for precision-milled components in aluminium, exotic alloys, and engineered materials.
EDM and Spark Erosion – Fine-detail wire and spark erosion using Mitsubishi EDM systems to achieve tight tolerances and complex geometries in hard materials for aerospace and defence applications.
Specialist Processing and Assembly – In-house wet processing, non-destructive testing (NDT), clean-room assembly, heat treatment and outsourced welding, delivering a complete end-to-end engineering solution.

End Markets / Customers Supported

Aerospace, subsea and defence
Industrial and engineering
Medical and scientific equipment

Claro Precision Engineering

Claro Precision Engineering, based in Knaresborough, UK, specialises in the subcontract machining and supply of precision components and assemblies for aerospace, medical, subsea and electronics industries. Operating under ISO 13485 and BS EN 9100 certifications, Claro delivers high-tolerance CNC milling, turning and assembly services, providing fully finished, production-ready solutions with proven accuracy, reliability and quality.

Core Services

Precision CNC Milling & Turning – 3, 4 and 5-axis milling and high-accuracy turning to +0.01mm and 10-micron tolerances, with surface finishes down to 0.4 Ra across aluminium, stainless steel, titanium, super duplex, and advanced engineering polymers.
Advanced 3D Printing – Continuous carbon fibre reinforced additive manufacturing using technology for rapid, end-use strength parts produced directly from CAD.
Mechanical Assembly & Finishing – Fully integrated machining, anodising, plating, painting, and sub-assembly processes.
Mechanical Design & DFM – Complete design-to-manufacture capability including concept development, CAD modelling, engineering drawings, and cost-optimised design for manufacture.
Inspection & Quality Assurance – Mitutoyo CMM verification with FAIR, ISIR, PFMEA and PPAP reporting under ISO-certified systems.

End Markets / Customers Supported

Aerospace and defence
Medical and OEM
Industrial and subsea

Amcomri Group plc 2025 Annual Report and Accounts
9

CHAIR'S STATEMENT

For the year ended 31 December 2025

> Positive momentum in 2025 has been driven by continued demand for the Group's services and products across core markets, in particular through a significant contract win, existing and new customer commercial opportunities across the Group and contributions from two recent acquisitions in the Embedded Engineering Division.
>
> Tanya Raynes
> Chair

Amcomri is a specialist engineering services and industrial manufacturing business that operates a 'Buy, Improve, Build' model focused on acquiring, integrating and enhancing businesses that provide technical services and bespoke mission-critical services to a diverse range of sectors and markets.

Our mission is to identify, acquire, and integrate businesses that align with our disciplined investment criteria, combining entrepreneurial agility with rigorous due diligence and post-deal integration, to enable delivery of strong growth and performance.

Since its inception, the Group has achieved rapid growth and continues to pursue ambitious, yet attainable, value accretive outcomes. The Group has a substantial track record of identifying and acquiring SMEs in the technical engineering sector where there are opportunities to significantly improve performance and achieve a strong return on investment. This was demonstrated during the year with two acquisitions - EMC Elite Engineering Services Ltd and Randor Technologies Limited (trading as Electronix).

As at 31 December 2025, the Group had grown to 14 operating businesses delivering £70.9 million of revenue (2024: £58.1 million), adjusted EBITDA of £9.2 million (2024: £7.7 million) and operating profit of £6.1 million (2024: £3.9 million). The pipeline for acquisitions remains strong and the opportunities for organic growth are both substantial and actively being realised.

The AIM IPO in December 2024 validated the Group's growth strategy and provided enhanced visibility in the equity capital markets.

Macroeconomic volatility and geopolitical instability continue to create significant uncertainty for businesses worldwide. Notwithstanding these external pressures, the diversification of the Group's operations, supported by high barriers to entry, contribute to the Group's resilience and provide an effective hedge against the potential adverse effects on the Group's performance.

The entrepreneurial mindset and sustained energy demonstrated by our talented colleagues across the Group remain fundamental to its continued success. The Board expresses its sincere appreciation for their ongoing dedication and achievements.

As we look to the future, we remain committed to disciplined growth and strong governance. We look forward to keeping all our stakeholders informed as we continue on this defined strategic journey, leveraging our solid foundation to deliver meaningful value creation.

Thank you for your continued support.

Tanya Raynes
Chair
13 April 2026

Amcomri Group plc 2025 Annual Report and Accounts

Strategic report
Governance report
Financial statements

CHIEF EXECUTIVE OFFICER'S REPORT

For the year ended 31 December 2025

I am pleased to be able to present a very positive set of results for FY25, marked by another record trading performance in Group revenue and earnings. Group revenue increased from £58.1 million to £70.9 million through a combination of organic growth and acquisitions, delivering a 19.3% increase in adjusted EBITDA.

This strong overall performance was achieved despite continued weaknesses in certain end markets, combined with wider market challenges arising from global events. Despite these issues, the Board believes the overall 2025 outcome continues to demonstrate both the further potential and the resilience of the Group, arising from its distributed risk profile and specialist operations.

During the year, the Group successfully completed two acquisitions - EMC and Electronix, extending the specialist technical services capability in our Embedded Engineering ("EE") Division. As our first acquisition outside the UK, Electronix also provides us with an entry point to further develop specialist engineering opportunities in Ireland. In addition to these acquisitions, we have also seen good organic growth in FY25 arising from the roll out of a number of strategic projects during the year, with our newly acquired EMC business rapidly becoming a key contributor. At a Divisional level we have seen a strong performance in both the EE and B2B Manufacturing ("B2B") divisions with operating profit growth of 39.1% and 27.1% respectively in the year.

In line with our ambition to continue to accelerate our scale up we have also continued to build and enhance both our Group and operating company teams, successfully attracting a number of new talented and highly sector experienced team members over the year.

We believe that the FY25 results continue to validate the Group's resilient 'Buy, Improve, Build' model, combining in-depth industrial market, operational and transactional expertise with a strong investment focus.

Markets and Operational Performance

Our EE division provides specialist technical services and support to often 'mission critical' power, petrochemical, energy and transportation customers. The division continues to see high demand for its services driven by compliance, maintenance and performance upgrades of ageing, capital intensive facilities which have, in many areas, seen historic underinvestment.

The EE division saw an overall operating profit increase of £1.7 million in FY25 compared with FY24 (£1.5 million), driven by a particularly strong performance in EMC, and incremental improvements in all other EE businesses, with the exception of WJ Projects, which provides specialist high voltage project and maintenance engineering services. Further delays on new UK rail electrification projects continued to suppress activity in this business during the year, however, we are now seeing increasing activity in this sector in both maintenance and project work, with further positive longer term pipeline prospects.

Margins in the EE division slightly reduced to 39.5% (2024: 43.6%), largely due to a mix change arising from the increased project-based revenue associated with EMC during a period with a lower contribution from WJ Projects. However, margins are expected to trend up to prior levels as the EE revenue mix and positive activity changes materialise.

Amcomri Group plc 2025 Annual Report and Accounts 11

CHIEF EXECUTIVE OFFICER'S REPORT continued

For the year ended 31 December 2025

Within the power generation and energy sector markets, our specialist valves and engineering services businesses continue to progress well with notable contract wins in the growing 'Energy from Waste' sector particularly benefiting Kestrel, EMC and Spiral Weld. In the wider energy market, our IVS valves business won a significant long term contract in Q4 2025 to deliver all safety valve services to the UK's largest refinery and we anticipate that this will also progressively generate revenue synergies for our other mechanical EE business.

Our electronics refurbishment businesses, eTrac, TP Matrix and the recently acquired Electronix, continue to see strong demand for their services in both rail rolling stock and the wider industrial sectors in the case of Electronix. Both TP Matrix and eTrac are increasingly seeing overseas enquiries for their services from non-UK rail and tram owner operators who use very similar, or identical, control technology.

Our B2B Manufacturing Division ("B2B") has an established, well distributed, relatively stable end market base covering civil and military aviation components, subsea, defence, power and process sectors and specialist printing for the industrial and packaging industries. The B2B Division saw an operating profit increase of £0.7 million in FY25 compared with FY24 (£1.1 million), driven by high demand from the defence and civil aviation markets. Drurys has seen a significant increase in earnings and margins winning several new long-term contracts in the defence aviation and surveillance sectors with a committed order book now extending well into 2027.

A strong performance in precision engineering was somewhat offset by softer end market conditions in our more commodity orientated tape business, Premier Limpet and our gaskets and seals business, JA Harrison. Both however, are seeing increases in activity and performance in 2026 arising from end market improvements and the positive impact of internal cost down and efficiency improvement projects that were implemented in 2025.

Within the B2B Division, gross margins increased to 33.3% (2024: 30.8%) and are expected to increase incrementally in FY26 as we implement further similar improvement initiatives across the division.

Acquisitions

In line with our 'Buy, Improve, Build' model, we were pleased to complete the acquisition of EMC Elite Engineering Services Ltd in March and Randor Electronics Limited (trading as Electronix) in July, and welcomed these teams into the Amcomri Group. Both have performed well since acquisition and continue to show encouraging prospects in 2026.

Post acquisition, EMC won a significant electrical engineering installation project on a major UK renewable energy project that will continue into 2026 and more recently is seeing strong demand for thermal power generating plant maintenance and overhaul work.

Similarly, Electronix has seen positive demand for its electronic system overhaul services in Ireland with longer-term prospects of expanding this service more widely and potential leverage with our existing facilities in eTrac and TP Matrix in the UK.

In March 2026, Amcomri's new wholly owned subsidiary, GridCore Electrical Services Limited ("GridCore") entered into a conditional business purchase agreement to acquire the business and assets of the National Compliance and Testing division of the Infrastructure Solutions business of Enerveo Limited ("Enerveo"), a subsidiary of SSE plc, for £1, with completion expected in May 2026. The acquisition provides Amcomri with an established, UK wide specialist electrical test and compliance operation, and opens a further significant opportunity for the Group to expand its activities in the 'private network' electrical-infrastructure market, a key strategic target sector.

We are actively engaged with several attractive and strategically aligned acquisition opportunities. With the benefit of recent additions to our investment team resource and proactive marketing of our proposition to potential vendors in our chosen sectors, we remain confident that we will be able to continue to significantly scale and enhance our existing operating divisions by selective acquisitions in 2026. This is likely to include certain discounted acquisition opportunities with specific operational challenges that we have the skills to resolve, in order to restore performance.

People Development

We made significant progress during 2025 in recruiting further talent into the Group as we continue to scale. The team was augmented both at the Group level with investment, finance and public company experience, as well as the appointment of senior technical and commercial development specialists into eTrac, Kestrel, WJ Projects, EMC and JA Harrison, to help drive continued organic growth and expansion.

We continue to progress our programme to facilitate leadership and management development within our operating companies to further improve our internal team's capability and expertise, and to deliver our Group objectives and operational plan.

Strategic Direction

Based on another set of record results, positive acquisition and organic growth pipelines and with the continued growth of skills and capacity of our team, our strategic direction is to continue to progressively scale and refine our 'Buy-Improve-Build' model.

Going forward, we intend to utilise our technical capabilities within the EE division in order to expand our specialist engineering services offering to critical infrastructure customers and markets.

In parallel, in our B2B division we will continue to seek and acquire SME manufacturing businesses that we believe have latent improvement capability that we can extract using our proven industrial, technical and operational financial expertise.

Amcomri Group plc 2025 Annual Report and Accounts

Strategic report
Governance report
Financial statements

Compliance

The Group continues to maintain a strong focus on health, safety and environment ("HSE") compliance and performance improvement. The Group's high level HSE metrics continue to be significantly better than comparable industry sectors.

The Group has specific HSE improvement objectives incorporated in its annual HSE improvement plan. Proactive independent safety and compliance audits were carried out across all Group operating sites in 2025. The outputs from this work have been used to direct site health and safety plans and this audit process will be repeated in 2026.

Outlook

The current financial year has started well across both divisions, driven by positive conditions in most of our key end markets and particularly strong demand for our services in power generation overhaul and upgrades, the wider energy sectors, rail rolling stock, and the defence and civilian aerospace engineering markets. The Board is however cognisant of the current situation in the Middle East which is already impacting wider energy costs and supply chains, and continues to closely monitor any potential impact across the Group's operating companies.

[Handwritten signature: "Gh mmmO"]

Hugh Whitcomb
Chief Executive Officer
13 April 2026

Amcomri Group plc 2025 Annual Report and Accounts 13

CHIEF FINANCIAL OFFICER'S REPORT

For the year ended 31 December 2025

FY25 has been a year of strong financial progress for the Group reflecting continued demand across our core markets, the successful execution of our acquisition strategy and disciplined operational management. The acquisitions completed during the year further strengthen our capabilities and expand our market reach. With positive trading momentum continuing into FY26 and a strong acquisition pipeline, the Group remains well positioned to deliver further profitable growth.

Siobhán Tyrrell
Chief Financial Officer

Overview

The Group delivered a strong financial performance in 2025, reflecting continued progress against its 'Buy, Improve, Build' strategy and the successful integration of acquisitions completed in the period. The results demonstrate both scaling of the platform and improving underlying profitability, underpinned by resilient demand across our core markets.

Financial Performance

Group revenue increased by 22% to £70.9 million (2024: £58.1 million), driven by a combination of organic growth and contributions from acquisitions. Growth was particularly strong within the Embedded Engineering division, alongside a stable performance in B2B Manufacturing.

Gross profit increased to £26.0 million (2024: £21.2 million), with the Group gross margin increasing to 36.6% (2024: 36.4%). This reflects continued pricing discipline and effective management of input costs.

Administrative expenses increased to £19.2 million (2024: £15.8 million), primarily reflecting the enlarged Group following acquisitions and continued investment in central capabilities to support future growth.

Operating profit increased to £6.1 million (2024: £3.9 million). On an adjusted basis, EBITDA increased to £9.2 million (2024: £7.7 million), reflecting the underlying earnings capacity of the business.

Profit before taxation increased to £4.1 million (2024: £1.7 million). The prior year included a one-off gain on bargain purchase, and therefore the year-on-year comparison reflects a stronger underlying trading performance.

Profit after tax was £3.0 million (2024: £1.0 million), with basic earnings per share increasing to 4.20 pence (2024: 3.5 pence). Diluted earnings per share was 4.12 pence (2024: 3.5 pence), reflecting the Group's focus on delivering sustainable earnings growth. Adjusted EPS was 5.42 pence in 2025 (2024: 9.35 pence). Note the weighted average number of shares in issue during 2024 was considerably lower (refer to note 24).

Segmental Performance

The Group continues to operate across two core segments:

Embedded Engineering delivered strong growth, with revenue of £37.2 million (2024: £25.7 million) and operating profit of £6.2 million (2024: £4.4 million), benefiting from contract wins, improved utilisation and contributions from acquisitions.
B2B Manufacturing reported revenue of £33.8 million (2024: £32.4 million) and operating profit of £3.1 million (2024: £2.4 million), demonstrating resilience with respect to market demand and operational stability.

Central costs increased reflecting investment in Group infrastructure to support future growth and integration activity.

Exceptional Items

Exceptional costs of £0.4 million (2024: £1.6 million) were incurred during the year, primarily relating to acquisition and restructuring activities, including redundancy costs. The prior year included costs associated with the Group's admission to AIM.

Cash Flow and Capital Allocation

The Group continues to demonstrate strong cash generation, with net cash inflow from operating activities of £6.6 million (2024: £6.8 million).

During the year, the Group deployed capital in line with its strategic priorities:

£4.2 million invested in acquisitions, with a further £2.3 million of deferred consideration paid
£2.0 million invested in capital expenditure to support operational capacity and efficiency

The Group reported a net cash outflow of £3.5 million (2024: inflow of £8.0 million), reflecting the continued investment in growth.

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Balance Sheet and Financial Position

The Group's balance sheet remains robust, providing a strong platform for continued growth:

Total assets increased to £67.8 million (2024: £59.1 million), reflecting acquisition activity and continued investment
Net assets increased to £23.7 million (2024: £20.4 million)
Cash at year end was £8.6 million (2024: £12.1 million)

At year end, the Group's net debt (including all fixed and contingent deferred consideration) was £11.2 million (2024: £6.1 million). We remain confident in managing this position prudently, supported by strong cash flow control and disciplined financial management. Debt levels are comfortably within covenant limits and are largely long-term, with maturities aligned to our growth plans.

We will continue to take a conservative approach to leverage, ensuring borrowings are directed toward long-term, value-enhancing opportunities. The Group is actively assessing options, including acquisitions, to optimise its capital structure, and is exploring potential refinancing or additional facilities to support strategic growth while maintaining a cautious level of leverage.

Working capital investment increased in line with revenue growth, particularly within trade receivables, while inventory levels remained stable.

Taxation

The Group recorded a tax charge of £1.1 million (2024: £0.6 million), representing an effective tax rate above the UK statutory rate of 25%. This is primarily driven by non-deductible expenses and acquisition-related adjustments.

Operational and Strategic Progress

During the year, the Group continued to execute its acquisition-led growth strategy, with goodwill increasing to £17.0 million (2024: £10.5 million).

The Group also saw an increase in its workforce to an average of 422 employees (2024: 365), reflecting both acquisitions and investment in capability to support future growth.

There were no impairment indicators identified across goodwill or intangible assets, with all cash-generating unit: demonstrating sufficient headroom.

Dividends

As an AIM-quoted company focused on reinvesting for growth, the Group does not currently operate a formal dividend policy and has not declared a dividend for the financial year. The Board believes that retaining earnings to support strategic initiatives and operational investment is in the best interests of shareholders at this stage of the Group's development. The dividend policy remains under review and will evolve in line with the Group's growth, profitability and capital requirements.

Risk Management and Going Concern

We continue to maintain a proactive approach to risk management, ensuring our financial controls and reporting frameworks remain robust.

The Directors have assessed the Group's going concern position, taking into account current trading, cash flow forecasts and available facilities. The Board is satisfied that the Group has adequate resources to continue in operation for at least 12 months from the date of approval of the financial statements.

Governance and ESG Reporting

Although we are not currently required to report under the Task Force on Climate-related Financial Disclosures ("TCFD"), we recognise the importance of climate-related transparency and have begun taking steps to align with TCFD principles on a voluntary basis. This includes emissions monitoring, and improved climate risk integration into our strategic planning. We also remain alert to developments regarding the UK SRS S1 'General Requirements for Disclosure of Sustainability-related Financial Information' and UK SRS S2 'Climate-related Disclosures' and intend to move towards compliance when appropriate.

Outlook

The current year has started well across the Group with an active acquisition pipeline and an established platform for continued growth.

Whilst macroeconomic uncertainty remains, the Group's diversified end markets, recurring revenue streams and disciplined acquisition strategy provide confidence in its ability to deliver further progress.

Summary

2025 has been a year of significant strategic and financial progress, with the Group delivering:

Strong revenue growth
Stable margins
Increased profitability
Continued cash generation

The Group remains well positioned to deliver sustainable long-term value for shareholders through the continued execution of its strategy.

Siobhan Tyrrell

Chief Financial Officer

13 April 2026

Amcomri Group plc 2025 Annual Report and Accounts 15

BUSINESS MODEL

'Buy, Improve, Build'

Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating and enhancing specialist engineering services and industrial manufacturing businesses that provide technical services to major UK infrastructure, transportation and energy companies and bespoke mission-critical services to a diverse range of sectors and markets.

The Group has developed and deployed a differentiated 'Buy, Improve, Build' model, driven by a proven, high-quality team with industrial and investment expertise, and implemented through our high-performance management teams who have been developed through the process.

The principle of the Amcomri proposition is to identify and selectively acquire mature UK SME industrial businesses that have latent improvement opportunities that can be extracted through the 'Buy, Improve, Build' process. Typically, these targets possess specific characteristics, including: a proven business model, technical components, high-demand services or products that create a strong competitive position, long-term customer relationships and quality customers, and businesses which have reached a 'plateau' with the existing owner.

Amcomri's experience across multiple industries and sectors brings the ability to capture what has worked well to enable future growth and improvement within businesses, but also to identify the root causes of underperformance. Given that acquisition targets often have a significant technical element and are typically founder-owned, Amcomri's industrial expertise is critical for ensuring a smooth transition and minimising business disruption as founders transition often to a new role.

Amcomri has a proven track record of acquiring, transitioning, and enhancing these types of businesses. The concept is that as acquired businesses move through the phases of the business model, they transition to a stable platform that is derisked and can safely grow to achieve a superior financial performance. An overview of the model is provided below:

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STRATEGY

Core strategy

Our core strategy is to identify and acquire niche SME engineering and manufacturing businesses where we believe an opportunity exists for the Group to use its extensive operational, engineering and financial expertise to achieve progressive earnings improvement in the target company.

Our strategic model and concepts have been developed into a proven 'Buy, Improve, Build' model in which we acquire SME businesses that have a well established and respected market position and proven performance, but have latent earnings improvement potential, often arising from their ownership maturity.

Once identified and acquired, our model and processes then seek to support and coach our operating company teams to move through the 'plateau' of stable but classically flat earnings performance that established, owner managed, industrial SME's often exhibit as the businesses and owners mature.

The Group actively sets out to avoid operating as a conglomerate. The basis of our model is to progressively coach, train and develop our operating company management businesses. A key element of this model is to ensure that a backstop of experienced support is readily available to our operating companies, in particular to facilitate the implementation of step change organic growth projects within individual companies.

The Group provides an attractive proposition to certain vendors especially in niche sectors, particularly in the case of small SME 'retirement sales' where suitable buyers are often not apparent.

Through deployment of this model we have delivered consistently strong results over the last 4 years with the majority of the Group's key financial metrics trending positively over this period. This has been achieved despite the global disturbances of Covid and other more recent wider financial and supply chain stresses in global markets.

The Group is focused on its two core divisions: Embedded Engineering and B2B Manufacturing, both of which have a well distributed commercial and supply risk profile and operate in generally stable end markets with a significant element of repeat business arising from long term customers or service agreements.

Divisional Strategies

Embedded Engineering

Our Embedded Engineering Division delivers often mission critical engineering services to customers in selected industries and infrastructure sectors including power generation, energy supply, petrochemicals and electrical and rail infrastructure.

Our customers own and operate high value capital assets that generally have significant safety and compliance requirements associated with their operations and maintenance. Our Embedded Engineering businesses are selected on the basis that they have proven technical service competency and the necessary accreditations to operate in these challenging environments.

The Group believes there is a significant long term opportunity in its chosen sectors driven by the need for the useful life extension of these high value assets and the progressive loss of internal engineering expertise within the owner/operators as they seek to reduce their operating overheads.

The Embedded Engineering Division's strategy seeks to further develop this opportunity by progressively extending the geographical reach and technical service proposition of its existing portfolio companies. In addition, the Group intends to continue to acquire further complementary or bolt on acquisitions to strategically extend the supply of Group specialist technical capabilities to its Embedded Engineering customer base.

B2B Manufacturing

Our B2B Manufacturing Division companies manufacture and distribute products to other industrial customers operating in a wide range of end markets including the military and civil aerospace, sub-sea systems, general defence engineering, process and printed product markets.

The B2B Manufacturing Division's strategy is based on the acquisition of target niche manufacturing companies that we believe have latent profit opportunities that can be systematically and sustainably extracted. This we aim to achieve by applying our Group expertise to deliver both internal process improvements and selected revenue growth opportunities. As is also the case with our Embedded Engineering division, our tactics to deliver these goals are based on establishing, supporting and developing high performance autonomous management teams.

As with the Embedded Engineering Division, the B2B Manufacturing Division seeks to acquire complementary smaller 'bolt-ons' that can be quickly integrated into existing proven operating companies to provide additional product or market opportunities without the burden of ongoing overhead costs.

Amcomri Group plc 2025 Annual Report and Accounts 17

SECTION 172 STATEMENT

For the year ended 31 December 2025

As required by section 172 of the Companies Act, a director of a company must act in a way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of the shareholders as a whole.

In doing so, the director must have regard, amongst other matters, to:

the likely consequences of any decisions in the long term;
the interests of the company's employees;
the need to foster the company's business relationships with suppliers/customers and others;
the impact of the company's operations on the community and environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly between members of the company.

The Group's ongoing engagement with stakeholders and consideration of their respective interests in its decision-making process is described below.

Our culture

Amcomri has continuously evolved from its origins as a private portfolio of investments in selected engineering companies with limited central services. It has gained increasing resources and strength in terms of both people and capital.

During 2024, in preparation for its admission to AIM, Amcomri adopted formal policies and welcomed experienced non-executive directors to the Group's Board as it established the platform, systems and controls for the next stage of its growth. The Board is determined to retain the Group's inclusive culture together with its entrepreneurial approach and ability to react promptly to opportunities and events.

Operating companies

The relationship with each operating company is pivotal to the long-term success of the Group. The size and distribution of our stakeholders both inside and outside of the Group means that stakeholder engagement often takes place at an operational level. The Board's approach to engagement with each subsidiary company is to ensure that the relationship is always deemed to be a long-term partnership for success.

Typically, the leadership team in each business has successfully owned or operated its business for the success of stakeholders for many years, and becoming part of the Group builds on that platform through the provision of additional support.

The Board ensures that each subsidiary company provides monthly and annual reporting information, including but not limited to, financial data, key performance indicators and any ad hoc reports requested by the Board.

The Directors will regularly engage with a subsidiary company where any exceptional matters outside the ordinary course of business arise, including but not limited to, key appointments, significant legal or regulatory matters, substantial items of expenditure or a proposed change in company strategy.

Employees

We recognise that our values are crucial to our success and growth as an organisation and we strive to attract, invest in, engage and grow our people based on these core values that underpin our culture and ambition.

The Group's Directors, alongside our subsidiary management teams, actively promote a positive work environment with opportunities for all our staff to grow and achieve their potential. Our management teams remain focused on maintaining staff wellbeing and providing a safe environment for our staff.

The Board actively considers the interests of our people in decision making with the following being key examples:

The Remuneration Committee has been established to help ensure our remuneration policies and practices are fair and equitable, support our mission, and promote long-term sustainable success.
The Directors believe that the success of the Group will depend to a significant degree on the future performance of the management team. The Directors also recognise the importance of ensuring that all employees are well motivated and identify closely with the success of the Group. Accordingly, the Company has established the LTIP described in the Remuneration Committee's Report on pages 39 to 44.

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Customers & Suppliers

The Group and its subsidiaries are all aware that customer relationships are the cornerstone of each trading entity's business. Each company's long-term success has been built on delivering exceptional customer service and is a key contributory factor to Amcomri's investment in these businesses.

We aim to always work in a fair and collaborative way with our suppliers. Forming positive partnerships with customers, suppliers, and partners is essential to the long-term success of the business. We aim to work with suppliers who share the same values and principles, while giving consideration to quality and the alignment of objectives with the overall strategy of the Group.

Community and environment

Our businesses are proud of their positive contribution to the wider community, and more local, community both as low carbon intensity businesses and as well-respected local employers. More information can be found in the Sustainability Report on pages 20 to 22.

Standards of business conduct

The Board has supplemented the Group's existing ethical culture by adopting written policies setting out certain standards of business conduct including an Anti-corruption and Bribery Policy, Criminal Finances Act Policy, Anti-Slavery and Human Trafficking Policy and Whistleblowing Policy together with internal procedures. Our employees are expected to look out for each other, for our customers, and for the Group as a whole.

Shareholders

The Board understands that it is accountable to shareholders and is committed to open engagement with all our shareholders, whether institutional fund managers, private investors or employees. The primary mechanism for engaging with shareholders is through the Company's AGM.

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SUSTAINABILITY REPORT

For the year ended 31 December 2025

Environmental Responsibility

At Amcomri Group, we recognise the significant global challenges associated with climate change and wider environmental issues and seek to continuously improve our performance in this key area.

Our Direction

We are committed to continuously improving the environmental impact of our operations wherever practically and commercially possible. As a manufacturer and service provider operating across diverse niche markets, we aim to foster a culture of sustainable environmental awareness and ownership within each of our businesses. This approach allows us to address sustainability challenges effectively.

Our strategy focuses on empowering colleagues to identify opportunities for reducing our overall carbon footprint as part of our contribution to combat climate change. By then sharing best practices across the Group, we aim to implement feasible solutions and improvements collectively.

Key Initiatives

Some examples of our ongoing and planned initiatives in this area include:

EMS energy management systems assessment complete and implemented where relevant.
Reviewing potential opportunities for circular economies and collaborating with third-party experts to support this journey.
Roll out of ISO14001 certification across all relevant businesses to an agreed timescale.
Collection and analysis is now systematically in place enabling us to challenge and improve our baseline environmental position.
Implemented the reporting of SECR Scopes 1 and 2 (Direct and Indirect Emissions) across all divisions.
Scope 3 Greenhouse Gas Protocol implementation underway in specific businesses.
Progressive development of a ‘Green Energy Strategy’ across applicable divisions.
Upgrading buildings and facilities with LED lighting and solar panel installations where feasible.
Evaluating opportunities for “on shoring” products environmentally and economically viable to do so.

Streamlined Energy & Carbon Reporting (SECR) 2025 & 2024

Amcomri Group has commissioned this report as part of its obligations under the UK Government’s Streamlined Energy and Carbon Reporting (SECR) legislation implemented in April 2019. The Group is reporting all of its Scope 1 & 2 emissions.

Amcomri Group’s SECR carbon emissions for the reporting year January 2025 - December 2025 amounted to 1,023.9 tonnes CO₂e using the Location based reporting methodology, with 463.0 tonnes CO₂e arising from electricity. Under the Market based reporting methodology the Group’s emissions from electricity are 454.8 tonnes CO₂e with 0.0 tonnes CO₂e of the Group’s electricity emissions being from renewable sources.

The rise in overall CO₂e emissions for Amcomri is attributable to the 2025 acquisition of two new businesses, including one with a materially large company vehicle fleet.

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2025/12				2024/12
Emissions Scope/Activity	Unit	Consumption	Energy Equivalent (kWh)	Carbon Emissions (tonnes CO₂e)	Carbon Emissions (tonnes CO₂e)	% Change
Total SECR Energy, kWh			5,063,586.4
Scope 1 Direct Emissions			2,424,989.0	560.9	332.9	68.5
Company Facilities - Gas	kWh	854,695.6	854,695.6	156.4	199.6	-21.7
Company Facilities - Fuels	litres	21,944.0	253,438.9	67.1	42.2	58.9
Company Vehicles - Cars	miles	439,063.8	461,863.6	116.9	91.1	28.4
Company Vehicles - Vans	miles	535,963.8	854,990.9	220.5	0.0	100.0
Scope 2 Energy Indirect Emissions			2,638,597.4	463.0	386.2	19.9
Generated Electricity - Green Electricity - location based	kWh	24,773.0	24,773.0	0.0	0.0	0.0
Purchased Energy - Electricity - location based	kWh	2,548,177.9	2,548,177.9	451.0	377.2	19.6
Purchased Energy - Green Electricity - location based	kWh	46,153.0	46,153.0	8.2	9.0	-8.8
Purchased Energy - Cars - location based	miles	61,131.0	19,493.5	3.8	0.0	100.0
Intensity Metric: Per £M Turnover		70.7			58.1
Total Emissions				1,023.9	719.1	42.4
Intensity Metric				14.5	12.4
Purchased Electricity - Market Based	kWh	2,613,824.3	2,613,824.3	454.8	377.2	20.6
Total Emissions - Market-based				1,015.7	710.1	43.1
Intensity Metric - Market-based				14.4	12.2

Note: Figures above have been rounded, so there may be some small discrepancy in totals. The above figure represents, where available, the organization's operational emissions, in addition to those mandated by SECR. Electricity emissions are given as 'Location-based' using the UK electricity conversion factor as published by the UK Government for the reporting period. The report also reports electricity using the Market based reporting methodology to reflect the purchase of green electricity. Gas emissions factor is gross CV.
Amcomri Group categorises its Greenhouse Gas (GHG) emissions as Scope 1, 2 & 3 as referred to in the WBCSD – WRI Greenhouse Gas Protocol (revised edition, dated March 2014). Emissions in Carbon Dioxide equivalent $(\mathrm{CO}_{2}\mathrm{e})$ for all scopes are calculated using the conversion factors listed in BEIS/DEFRA Greenhouse Gas Conversion factors for the relevant 12 month period over which the emissions are calculated. Procured renewable electricity and gas is calculated in accordance with the WBCSD – WRI Scope 2 Guidance on procured renewable energy (2015).

Gas consumption decreased across the Group during 2025. This reduction reflects two key factors: slightly cooler average temperatures compared with 2024, which moderated heating demand, and increased operational focus on managing and reducing gas use across Group companies throughout the year.

Alternative fuel use increased in 2025 as a result of the EMC acquisition. Unlike other Group companies, EMC does not use natural gas for space heating and instead relies on gas oil heating systems, leading to a higher proportion of non-gas fuels within the Group's overall energy mix.

Electricity consumption increased in 2025, driven primarily by the addition of two newly acquired companies during the financial year. This uplift was anticipated as part of the Group's acquisitive strategy and expanded operational footprint. From 2026 onward, a growing number of Group entities are scheduled to transition to green electricity contracts, which is expected to reduce Scope 2 emissions and support progress toward the Group's wider decarbonisation objectives. Amcomri Group are exploring the acquisition of REGO certificates on the wholesale market to provide assured, asset-level traceability for their renewable power supply.

In 2025, Amcomri Group delivered a series of energy-efficiency initiatives across its portfolio of companies. These initiatives included the deployment of Building Energy Management Systems across Industrial Valve Services, TP Matrix, JA Harrison and Premier Limpet. This investment will enhance our visibility of significant energy use within each business, enabling us to identify consumption trends and implement targeted efficiency improvements.

Amcomri Group has also invested in energy-monitoring equipment for major plant machinery at Drurys Engineering and Claro Precision Engineering. This technology enables us to monitor equipment performance under load and identify opportunities to optimise energy efficiency.

We are currently progressing towards ISO 50001 accreditation for our higher-energy-consuming Group companies, enabling us to streamline energy use within these operations and apply the resulting insights and best practices across the wider Group.

For the first time, we have been able to collate generation data from our solar PV arrays following recent repairs and upgrades. We will continue to undertake the necessary maintenance to maximise performance and ensure we realise the full value of these renewable energy investments.

Amcomri Group plc 2025 Annual Report and Accounts

SUSTAINABILITY REPORT continued

For the year ended 31 December 2025

In 2025, we conducted a comprehensive assessment of company vehicles across the Group and replaced those due for renewal with electric or hybrid alternatives. This transition reflects our ongoing commitment to operating in a more sustainable and responsible manner.

Mileage data for 2024 included a number of estimates, derived from verified mileage recorded in Q1 2025. In contrast, data collection processes were significantly improved in 2025, with detailed capture of vehicle size, fuel type, and much less estimated mileage, resulting in a more accurate and comprehensive dataset.

Health & Safety

The Board of Directors of Amcomri is committed to ensuring, as far as is reasonably practicable, the continued health, safety, and well-being of all our employees, visitors, and contractors. We recognise that health and safety is a core value, not just a compliance issue, and we are committed to creating a culture where everyone actively participates in promoting a safe and healthy work environment within all our businesses. We aim to achieve this through a structured program of continuous improvement, monitoring and proactive risk management, combined with ensuring every employee is empowered to take a proactive approach to safety.

As our business model promotes and supports effective autonomous operation of our subsidiary companies, responsibility for compliance predominantly lies with businesses to ensure they meet all relevant health and safety regulations. However, at Group level, individual operating company Health and Safety performance, management and improvement initiatives are routinely monitored and supported by the Group Directors through an annual safety action plan. In the current year, a key objective of the safety action plan will be the completion of a Group wide independent third party safety benchmarking audit covering all operating companies.

We have also implemented an independent Group-wide annual health and safety review which assesses compliance and provides local management with feedback to continually improve health and safety. This assessment began in April 2025.

We had 1 lost time incident across the Group in 2025. All incidents are followed up with an investigation & changes to procedures and/or training of our employees as appropriate, to reduce the risk of recurrence.

2025 Baseline Position:

Employee Engagement and Training

The Group continues to invest in employee training and skill development and has introduced appropriate incentive and career progression arrangements for key staff. To further facilitate and promote employee development and training, the Group intends to invest in additional experienced resource to proactively manage these processes in the near future.

The success of the Group will be dependent on retaining, developing, motivating and communicating with the senior management and wider team, and, as the business grows, on recruiting appropriately skilled, competent people at all levels.

Calculation = Number of occurrences x 200,000 / Total worked hours.
Estimated total worked hours = 40hr week x 48 weeks x number of employees.
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PRINCIPAL RISKS AND UNCERTAINTIES

For the year ended 31 December 2025

Key risks and uncertainties

Managing Our Risks

RISK	POTENTIAL IMPACT	MITIGATION
Regulatory Compliance	The Group is required to comply with both statutory and non-statutory regulations relating to, among others, health and safety, planning, land use, building regulation standards, environmental matters and employment. Compliance with relevant statutory and industry sector mandatory and non-statutory health, safety, environmental and operational regulations, in particular is a critical requirement of the Group's activities.	The Group's operating companies have in place health, safety and environmental (HSE) management policies and procedures, appropriate to their specific operating environments and business operations.
	Employees of the Group provide services of a complex technical nature often undertaken on customer owned assets/sites in hazardous operating environments, in which safety and environmental compliance and performance are critical requirements. Typical operating environments could include high voltage electrical systems, complex petrochemical production plants and large power production plants.	Group personnel working on or accessing customers' sites or facilities are appropriately trained and site inducted for the work they undertake on these facilities.
	Significant events, breaches or violations of applicable laws or regulations in these environments could result in reputational damage, restrictions on operations, damages, fines, litigation and/or other sanctions and/or result in the Group incurring liabilities. This could have a material adverse effect on the Group's businesses, results of operations and overall financial condition, or adversely affect the value of the Group's assets.	The Group has specific annual HSE improvement objectives in place which are reviewed by the Board at every Board meeting. As part of the HSE objectives roll out, a Group wide proactive independent safety and compliance audit was carried out across all Group operating sites in 2025. The outputs from this audit have been used to proactively improve the Group health and safety plans and will continue to do so with annual audits going forward.
	There can be no absolute assurances that the proactive measures and controls implemented by the Group to ensure compliance with these standards and regulations will be successful in preventing accidents and injuries, or violations of health, safety and environmental laws and regulations as some of these may be beyond the Group's direct control.	In the medium term, the Group seeks to achieve accredited HSE ISO standards in its key operating companies.
	Any failure to maintain safe and compliant working conditions and environments for the Group's employees or sub-contractors working under its direction, could expose the Group or the relevant operating company to significant financial losses as well as civil and criminal liabilities, any of which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

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PRINCIPAL RISKS AND UNCERTAINTIES continued
For the year ended 31 December 2025

RISK	POTENTIAL IMPACT	MITIGATION
Execution Failure - Group Company service or product under performance or failure	The reputational strength of our operating companies within the Group and their ability to deliver professional high integrity services in the safety critical infrastructure, transportation and energy sectors is fundamental to the Group's success and in winning new business. Significant negative economic consequences could arise for the Group's customers should their critical and continuous processes and systems fail, as a result of a service failure by one of the Group's operating companies.

The ability of the Group to deliver business and safety-critical products and services is based on numerous factors such as the availability of skilled personnel who possess the required technical expertise and the cooperation of experienced and competent third-party contractors who have a similar skill base and capability.

If the Group is unable to deliver its services and products to the satisfaction or to the required technical or safety standards of the customer, it will reflect negatively on the Group. As the Group expands, if not managed correctly, there is a risk that the consistency of quality of product or service could fall.

If this were to occur in respect of a Group Company, this would be to the detriment of the Group's individual operating companies and may significantly affect the Group's financial performance, results, prospects and/or future operations.

If there was an accident, injury, environmental, or significant operational incident caused by negligent acts or omission or the improper maintenance, overhaul, repair or provision of products or components provided by the relevant Group Company, the reputational impact on the Group could be substantial and associated financial costs likely to be significant. In addition, under certain circumstances the Group or its associated operating companies could be subject to prosecution or legal action arising from such failures. | The Group has all the necessary technical, quality and safety accreditations in the sectors in which it operates, and the relevant quality and control processes in place across operating companies. In addition, the Group has extensive experience in operating in safety critical operating environments, and the Group personnel working on or accessing these operating environments are appropriately trained and site inducted for the work they undertake on these facilities.

The critical success factor in developing our businesses, especially within our EE division, is around the quality and competency of the technical service being provided. The businesses we have acquired are mature businesses that have a long term proven technical capability, and good relationships with quality customers. |

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RISK	POTENTIAL IMPACT	MITIGATION
Unfavourable UK macro-economic conditions and/or changes in Government policy may have an adverse impact on the Group's results and/or financial condition	The Group's operating results and/or its financial condition may be negatively affected by a downturn in the wider economic climate within the UK. This could be compounded by the associated effect upon Government policy and spending, and private sector investments which may further impact on certain Group companies.

A reduced level of economic activity may restrict the amount of outsourcing by companies or other bodies and result in the restriction of funding available for the purchase of the services provided by the Group and others, leading to a decline in the number of firms in the sector and their profitability.

The Group's future revenues and profitability will be dependent on the current UK Government's policy with regard to investment in the infrastructure sectors in which the Group operates. The Group will depend on the levels of continued investment in new or replacement assets by Government or others, or on expenditure to upgrade, or extend the life of, existing infrastructure assets. The UK Government may decide in the future to change their programmes and priorities, including reducing present or future spending and investment where the Group would expect to compete for work.

Reduction in Government investment and infrastructure funding is likely to have a negative effect on the Group's future revenues and profitability. The rail sector saw a significant reduction in projects/investment in 2024/2025 following the release of the new network funding cycle (CP7 started in April 2024). This affected all engineering service providers to the sector, and the issue is politically driven by the proposed control change to 'Great British Railways' from the prior Network Rail project control. The practical impact of this is that the release of funds against both agreed projects and projected contracts provides a rising risk in performance of the affected operating companies, until the funding cycle is released. | The Group operating companies have a wide end market sector coverage and generally operate in mature proven markets. This helps to ensure distributed commercial risk across multiple markets and sectors and provides an associated reduction in the potential impact of wider UK economic trends or policy changes.

The Group's divisional split of Embedded Engineering (EE) and B2B Manufacturing (B2B) provides an element of structural protection against the impact of adverse UK macro-economic changes.

A significant element of EE Division activities are focused on high capital value facilities in energy and power sectors that operate continuously, generally independent of economic cycles. These facilities are serviced by the Group's EE Division and also generally have a high statutory maintenance component that is not optional, and for which many customers no longer possess suitably skilled internal resources to carry out this work.

In B2B Manufacturing, the Group again has diversified end market exposure, and customers are generally in mature and proven markets. In certain B2B division businesses, the Group has a potentially higher exposure to the impact of a downturn in general industrial activity. The Board proactively monitors UK industrial activity on a monthly basis, as part of its wider rolling market assessment.

However, despite these proactive measures, this risk remains largely outside the Group's control but could have a high impact, particularly in the area of politically driven changes in investment policy in national infrastructure, including rail upgrading. The Board continuously monitors the wider economic events and Government infrastructure expenditure plans through a rolling market assessment. In the event of any projected change in specific markets, a proactive action plan is initiated. |

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PRINCIPAL RISKS AND UNCERTAINTIES continued
For the year ended 31 December 2025

RISK	POTENTIAL IMPACT	MITIGATION
IT failure or Cyber-Attack risk – Group or individual operating company	The Group faces the risk of cyber-attacks which could compromise the confidentiality, integrity and availability of IT systems and data, both within its individual operating companies and at Group level. Any such event could impact either the Group or individual operating companies’ ability to respond and deliver to their customers and ultimately affect their reputation and financial performance.

This could give rise to a potentially significant financial loss as a result of the effects of ransomware or breach of the General Data Protection Regulation (“GDPR”). In addition, it could result in customers in certain security conscious sectors reducing or terminating their business with Group companies as a result. | At a Group level, the business uses Microsoft cloud based services, and has no local/on-site infrastructure. IT Support Services are provided by a third party that manages all day to day services and service protection. In the event of a ransomware or malware attack at a Group level, our IT Service Provider can recover data at any point in time prior to the attack.

The Group does not operate a fully integrated IT system within its operating companies, with each operating company operating its own individual IT system. In 2025, the Group worked with its IT Service Provider in order to implement solutions to prevent potential cyber security attacks to the business and operating companies. This work involved an audit and review of any security gaps across the Group and operating companies, and the resultant implementation of Microsoft two factor authentication across the majority of the Group and its subsidiaries, Cyber Essentials on a priority basis at an operating company level and Cyber insurance across all Group companies. Work continues towards ISO 27001 certification (which helps organisations understand and manage the risks associated with the security of their data). |

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RISK	POTENTIAL IMPACT	MITIGATION
Loss of or failure to attract key personnel	The ongoing performance and further success of the Group will be dependent on recruiting, retaining, developing and motivating senior management and skilled personnel at all levels in the businesses.

As the Group grows, recruiting appropriately skilled, competent people will continue to be a critical requirement, especially given some of the mature engineering and industrial sectors in which the Group Companies operate. Shortages in the availability of appropriately skilled and experienced personnel may have a negative effect on the Group. Members of the Group's operating companies' various management teams are expected to contribute to its ability to identify skills and resource shortfalls, and act where possible to correct these through new recruitment, training or development of existing personnel.

However, if the Group is not able to successfully attract, retain and motivate such personnel, it may not be able to maintain the required standards, technical service or continue to grow its businesses as anticipated. The loss of such personnel, or the inability to attract, retain, motivate and communicate with additional skilled employees required for their activities within an affordable cost base, could have an adverse effect on the relevant Group Companies' financial and operational performance, and its further growth prospects. | The Group actively encourages and supports development of its existing internal resource base to provide succession opportunities wherever possible.

Internal succession and development is supported by specialist external recruitment support. The Group has a long-term relationship with a proven third party recruitment specialist who has successfully identified and supported the recruitment of appropriate specialists for the Group's operating companies over the last 6 years, where these roles cannot be filled by internal candidates.

The Group conducts annual reviews of its reward and incentive packages to ensure they remain appropriate and competitive. |

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PRINCIPAL RISKS AND UNCERTAINTIES continued
For the year ended 31 December 2025

RISK	POTENTIAL IMPACT	MITIGATION
Key supplier dependency and/or breakdown in the supply chain	The Group operating companies are dependent on the delivery of components, units and raw materials which are supplied by certain key suppliers.

To the extent the operations of such suppliers cease, or if any of these suppliers become unable to supply the components and materials required by the Group in full or in the required timescales, there is a risk the Group may not be able to find an alternative in a timely fashion.

In addition, within each of the Group operating companies, certain critical supplier relationships exist which could impact the overall Group performance in terms of financial or service outcomes. This situation could arise if a full or partial supplier failure occurred, either directly in the supplier or through a downstream supply chain failure.

In the B2B Manufacturing Division, there are risks of supply failure arising from external events outside the direct control of the Group Companies. Such events could include global supply chain disruptions arising from military conflicts, pandemics, specialist material supply constraints or energy supply and price variations impacting on supplier production capacity.

For the Embedded Engineering Division, similar events could result in the loss of availability of specialist mechanical, electrical and electronic components, critical spares or materials used in its maintenance, repair and overhaul activities. If these events were to occur, this would have both a financial and service performance impact on the Group, and on the specific business operated by each Group Company. | The Group maintains a detailed knowledge of the supplier base and potential substitute input materials or parts, in order to minimise disruption or unforeseen costs from the supply chain.

Each operating company has its own sourcing policy. The Group works with its operating companies to identify and proactively eliminate single point supply dependencies where possible.

The diverse nature of the Group's activities distributed across its two divisions provides a natural hedge against Group wide single point supply failures. Given its high service component, the EE Division has a low exposure to commodity raw materials supply.

In the B2B Manufacturing Division, the Group has a higher exposure to more conventional industrial supply chains. However, the Group's B2B businesses generally have multiple supply sources, and these are routinely assessed by the operating company teams.

In its EE Division, the Group has an internal machining capacity to ‘reverse engineer’ obsolete or damaged spare parts or components. With appropriate customer agreement and technical support, this can provide an alternative to OEM sourced parts that may be compromised by supply chain disturbance or failure. |

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RISK	POTENTIAL IMPACT	MITIGATION
Competition in trading environment	The operating companies which make up the Amcomri Group generally derive their primary competitive advantages from their specialised skill set, technical or product capability and proven track record of competency and service performance, rather than solely on price. However, price does remain an important factor for Group operating company customers.

The competitive environment for Group operating companies could change negatively in the event of suitably experienced and qualified competitors either entering the market with a significantly lower priced product or service offering.

Similarly, if such competitors were to come to market with an enhanced technical service or product offering that provided customers with performance or service improvement over the Group's operating companies service or product, then this could also significantly impact on the Group's financial performance. | Most of the markets and sectors in which the Group companies operate are stable mature industries that have discrete and specific barriers to entry, and are distributed across multiple end markets with low commercial concentrations.

In the EE Division, both competitive advantage and barriers to entry arise from the accumulated technical expertise, associated detailed knowledge of customer facilities, combined with often long-standing relationships with key customers. Customers who own and operate high value safety critical continuous process in power and energy industries are generally reluctant to use new or unproven service providers.

In the B2B Division, the Group has a higher exposure to unit price competition than in the EE Division. To ensure it remains competitive in its chosen sectors in the B2B Division, the Group proactively facilitates and supports structured continuous improvement projects in each of its B2B Manufacturing companies. Each B2B operating company has specific cost reduction and service performance improvement targets set annually and monitored monthly, as part of the programme to ensure competitive positioning is maintained or improved. |

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PRINCIPAL RISKS AND UNCERTAINTIES continued
For the year ended 31 December 2025

RISK	POTENTIAL IMPACT	MITIGATION
Acquisition failure in 'Buy, Improve, Build' model	The Group has progressively demonstrated an ability to identify, select and acquire appropriate acquisition targets to successively build its portfolio of niche operating companies. These acquisitions have been made to date out of a variety of situations, including retirement sales and distressed sale situations.

Whilst the Group has to date successfully executed its acquisition strategy, the acquisition of SME industrial enterprises has inherent risks arising from the small scale of these enterprises, the transition risk of ownership and the often sub optimal systems and information present at the point of acquisition. Failure to correctly assess and manage these risks could significantly impact on the Group's financial performance.

In addition, the attractiveness of mature, stable industrial SME business platforms could potentially be recognised by other capable investors and the competitive tension for deals in the Group's chosen sector could rise, resulting in price escalation or potentially loss of acquisitions to competitors. | To date, the Group has completed 19 successful acquisitions in the UK SME Industrial sector, 14 of these to acquire standalone operating companies, and a further 4 smaller 'bolt on' acquisitions that have been integrated into larger operating companies to provide incremental margin uplift. In addition, the Group acquired a non-trading special purpose vehicle (SPV), established to enhance the Group's corporate structure and provide a platform for executing future acquisitions efficiently.

With the benefit of this extensive experience, the Group's investment and operations team have developed and now deploy comprehensive operational and legal due diligence processes. These form the basis of pre-completion tests on acquisition targets to ensure significant risks in the target business are identified, adequately considered and managed or eliminated prior to completion.

Post transaction, financial and operational risks associated with ownership and management transition are dealt with by the Group's operational support team via an initial '180 day' plan that is developed jointly with vendors and their management teams, to proactively manage initial key transition activities. This plan is based on the foundation elements of the Amcomri Growth Triangle that aims to ensure acquired businesses have sound financial, operational and human resource elements in place, prior to undertaking organic growth projects. |
| Economic uncertainty arising from wider non-UK, European or Global, geo-political, conflict, economic or contagion issues | Whilst the Group has a UK focus, it is not immune from wider European, western or global geo-political issues, conflict or pandemic events that could significantly impact on the Group companies, in areas such as supply chains, logistics, skilled resources availability, customer demand or availability of funding or investment.

Significant events of this nature could have a substantial effect on both Group operational service performance and its financial performance and stability if they were to continue for an extended period. | The Group works to mitigate this risk by maintaining its primary UK market focus in sectors that have historically shown strong resilience to wider global issues. Through its structure, the Group does not have high levels of concentration in single sectors or markets.

The Group's EE Division derives a significant proportion of its revenue from providing services that are critical to key UK infrastructure continuity, and often have a statutory compliance element that is not discretionary. This assists in providing relatively predictable and stable revenue streams that have a degree of independence from wider market disturbance.

The Board is cognisant of the current situation in the Middle East which is already impacting wider energy costs and supply chains, and continues to closely monitor any potential impact across the Group's operating companies. |

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RISK	POTENTIAL IMPACT	MITIGATION
End market demand downturn or loss of key accounts in key operating companies	The Group provides services and products to a wide range of diversified end markets and customers through its two divisions. Whilst this provides a degree of natural hedging against single sector downturn or customer loss, the Group remains at risk from a significant end market events in its larger and more financially significant operating companies.

End market downturn or a significant fall in customer demand could arise for a number of reasons. In the EE Division for example, a decision by a key customer in the process industry to strategically transfer production to a more favourable economic area outside the UK, could significantly impact on the financial performance of any of the Group companies providing services to such a site. Similarly, in Group operating businesses that have a project engineering component, should end customers decide to delay or abandon upgrading or investment in new facilities, then this could significantly impact on the financial performance of the operating company and the wider Group.

The Group's B2B Manufacturing Division has a more direct performance link to the wider industrial and economic cycle particularly in its printing sector businesses. Should end customers in the B2B Division see a reduction in demand for their products for which the Group supplies items or components, then this could again potentially result in a significant financial impact for the Group. | The Board conducts a regular review of the key end market activity and status for each of its operating companies. This includes an assessment of the forward activity and drivers for each of these markets to ensure appropriate proactive action can be taken in the event of material change emerging in any specific market sector. |
| Dependence on a significant customer contract | The Group's Embedded Engineering division won a significant contract in 2025, that will extend into 2026, and the division will derive a material proportion of its revenue from this contract. Loss of a significant contract, or a reduction in scope or pricing, could result in reduced revenue and/or lower profitability. This could also lead to increased earnings volatility and may adversely affect the Group's financial position and market expectations. | The Group maintains regular senior-level operational engagement with both its operating companies and key customers. Contract performance is regularly measured and monitored through established governance and review processes. Long-term customer relationships are also structured to incorporate contractual protections where appropriate. The Group continually seeks to diversify its customer base and minimise reliance on any single contract or customer. |

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Hugh Whitcomb

Chief Executive Officer

13 April 2026

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BOARD OF DIRECTORS

Our Board

Paul McGowan
Co-Founder and
Non-Executive Deputy Chair

Hugh Whitcomb
Co-Founder and
Chief Executive Officer

Paul has worked in corporate finance and restructuring for over 20 years and currently serves as Senior Adviser of Hilco Capital, the restructuring and asset-based lending firm, which he established as a joint venture with Hilco Trading Inc. in May 2000. A Chartered Accountant, Paul has acted as Principal on various acquisitions, restructurings and asset-based loans in retail and industrial markets, with particular expertise in stressed or distressed situations in the UK, Europe, Australia and Canada.

Hugh Whitcomb
Co-Founder and
Chief Executive Officer

Mark O'Neill
Chief Operating Officer

Siobhán Tyrrell
Chief Financial Officer

Mark is a Fellow Chartered Accountant with over 18 years of experience in corporate finance, restructuring and investment. He began his career in Deloitte's Corporate Finance Team, specialising in restructuring, independent business reviews, and company side advisory. After five years at Deloitte, Mark joined Hilco Capital in 2012, where he worked across and managed a number of distressed, turnaround, and direct lending investments. At Hilco Capital, Mark gained experience in restructuring and turnaround projects, retirement sales, refinancings and loan transactions. Since 2020, Mark has worked for the Group, where he leads the sourcing and execution of acquisition opportunities, transaction execution and portfolio management. He collaborates closely with the management teams across the Group's portfolio businesses. Mark holds a first-class honours Bachelor of Business Studies from Trinity College Dublin, and a Masters in Accounting from University College Dublin.

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Membership

Executive
Non-Executive
Independent
Audit Committee
Remuneration Committee
Chair
Nomination Committee

Tanya Raynes
Independent
Non-Executive Chair

N I A N C O C

Tanya brings strategic, financial and commercial expertise from a variety of senior executive roles within both blue-chip corporates and SMEs. After qualifying with PricewaterhouseCoopers as a Chartered Accountant, Tanya gained structured financing and risk leadership experience with GE Capital. More recently Tanya held the position of CEO for Centreline, an aviation business, and is currently Non-Executive Chair for that company's parent, Pula Aviation Services Ltd, having played a role in the sale of Centreline to the Pula group in 2016. Tanya joined Time Finance plc, an AIM quoted specialist finance provider as an independent Non-Executive Director in March 2021, assuming the role of Non-Executive Chair from October 2021. Tanya also assumed the role of Non-Executive Chair for Courier Facilities Ltd, based at Heathrow, in February 2024.

Peter Tierney
Independent
Non-Executive Director

N I A N O C

Peter has over 30 years' experience in operating and developing growth orientated service and manufacturing businesses. Until March 2022, Peter was Chairman and Chief Executive Officer of Lewmar Marine Limited, a private equity backed international marine manufacturing and distribution business. Peter was initially appointed to lead the turnaround of Lewmar Marine in 2008, returning the business to profit and implementing a growth strategy, before the business was sold to a US trade buyer in 2019, generating a significant return for its private equity backers. Between 2003 and 2008, Peter was Chief Executive Officer of Vector Aerospace, based in Canada, an aerospace maintenance and operating business. Prior to that, Peter was Managing Director of the Wood Group's heavy industrial turbine division and also held senior roles at a number of other engineering businesses in the UK and North America. Peter has a degree in mechanical engineering, together with a Master's degree in business.

Fraser Gray
Independent
Non-Executive Director

N I A N O C

Fraser is Non-Executive Chairman of Maven Income and Growth VCT 4 PLC and was previously a Non-Executive Director of Maven Income and Growth VCT 6 PLC. He is a Non-Executive Director of Denholm Energy Services Limited and was, until February 2023 when the company was sold, Non-Executive Chairman of Richard Irvin FM Limited. He was previously a Non-Executive Director of Bonhill Group PLC and sits on a number of advisory boards, supporting smaller companies on growth and strategic matters. He was previously a Managing Director in AlixPartners' turnaround and restructuring practice, where he led the provision of restructuring and liquidity improvement solutions to clients across a wide variety of industry sectors. Fraser is a Chartered Accountant and Accredited Mediator and was formerly a Licensed Insolvency Practitioner.

Amcomri Group plc 2025 Annual Report and Accounts

CORPORATE GOVERNANCE STATEMENT

For the year ended 31 December 2025

> Our sound corporate governance framework is designed to ensure effective oversight, creating investor confidence, as well as transparency underpinning our high-performance culture, to enable strong sustainable growth.

Tanya Raynes
Non-Executive Chair

Introduction

I have pleasure in introducing Amcomri’s Corporate Governance Statement for the 2025 Annual Report.

The Group formally adopted, to the extent practicable for a company of its size and nature, the Corporate Governance Code, published by the Quoted Companies Alliance (“QCA Code”) with effect from admission to AIM in December 2024.

Audit & Risk, Remuneration and Nomination committees, hold each with their own terms of reference were established with effect from IPO and the Audit & Risk and Remuneration committees’ reports are set out below.

Board composition and independence

The Board is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is also ultimately responsible for the management, governance, controls, risk management, direction and performance of the Group.

The Board comprises seven directors, three of whom are Executive and four of whom are Non-Executive. The Board considers three of the Non-Executive Directors to be independent and, as such, the Group complies with the requirements of the QCA Code with regard to there being at least two Non-Executive Directors whom the Board consider to be independent.

The Board comprises the joint founders: Paul McGowan and Hugh Whitcomb, as well as Mark O’Neill, Chief Operating Officer and Siobhán Tyrrell, Group CFO. Tanya Raynes, Fraser Gray and Peter Tierney were also appointed on 13 November 2024 as independent Non-Executive Directors prior to IPO.

Paul McGowan, has a beneficial interest in 38.7 per cent of the Group’s voting shares, some of which are held by his private companies: Amcomri Holdings Ltd and Oranmore Ltd. Additional shares are held by his family and others who are deemed to be acting in concert with him. Paul McGowan therefore has significant influence on the business of the Group and may cause or take actions that are not in, or which may conflict with, the best interests of other shareholders.

Accordingly, Paul McGowan, Oranmore and Amcomri Holdings entered into a relationship agreement with the Group which regulates the relationship between them and the Group and ensures that the Group can carry on its business at arm’s length from Paul McGowan, Oranmore and Amcomri Holdings. This relationship agreement will remain in place for so long as Paul McGowan, together with his associates, hold more than 30 per cent. of the issued share capital of the Group.

Board operation

The Board is responsible for the Group’s strategy and for its overall management. The operation of the Board is documented in a formal schedule of matters reserved for its approval and will be reviewed annually. These include (although not exhaustively) matters relating to:

the Group’s strategic aims and objectives;
the approval of significant acquisitions and expenditure;
financial reporting, financial controls and dividend policy;
the approval of the Group’s annual budget;
the structure, capital and financing of the Group;
internal control, risk and the Group’s risk appetite;
effective communication with shareholders including annual and interim reports; and
any changes to Board membership or structure

Board decision making

The Board has a schedule of matters covering business, financial and operational matters ensuring that all areas of Board responsibility are addressed throughout the year. The Chair, supported by the Group Secretary, is responsible for ensuring the Directors receive accurate and timely information. The Group Secretary compiles the Board papers which are circulated to Directors in advance of meetings.

The Group Secretary prepares and provides minutes of each meeting and every Director is aware of the right to formally minute any concerns.

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Board meetings

The Board met 8 times during the year. Non-Executive Directors communicate directly and regularly with Executive Directors between formal Board meetings as necessary.

Directors are expected to attend all meetings of the Board, and the Committees on which they sit, and to devote sufficient time to the Group's affairs to enable them to fulfil their duties as Directors.

In the event that Directors are unable to attend a meeting in person they will endeavour to attend remotely.

When Directors cannot attend, their comments on papers to be considered at the meeting will be discussed in advance with the Chair so that their contribution can be included in the wider Board discussion.

Board and Committee attendance

During the financial year, attendance by the Directors at Board and Committee meetings was as follows:

Director	Board	Audit	Remuneration	Nomination
H Whitcomb	8/8	2/4*	1/2*	n/a
M O'Neill	8/8	3/4*	n/a	n/a
S Tyrrell	8/8	4/4*	n/a	n/a
T Raynes	8/8	4/4	2/2	2/2
P McGowan	8/8	2/4*	n/a	n/a
F Gray	8/8	4/4	2/2	2/2
P Tierney	8/8	4/4	2/2	2/2

attended by invitation; not a committee member.

Risk management and internal controls

The Board recognises the value and importance of high standards of corporate governance. The Group is confident in the integrity of internal controls and robust financial reporting procedures and is committed to stakeholder engagement with active communication and investor reviews.

The Board will continue to be responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems, and the implementation of the Group's strategy, policies and plans in line with its purpose. Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board.

The Board will review the effectiveness of the Group's system of internal controls in line with the requirements of the QCA Code. The internal control system is designed to manage the risk of failure to achieve its business objectives. This covers internal financial and operational controls, compliance, and risk management, for which the Group has the necessary procedures in place. The Directors acknowledge their responsibility for the Group's system of internal controls and for reviewing its effectiveness. The Board confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the Group.

The Board has ultimate responsibility for the Group's system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss.

The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group.

The principal components of the Group's internal control system include:

overview of the day-to-day activities of the Group by the Executive Directors;
formal review and approval of all proposed corporate transactions by the Board;
a comprehensive annual budgeting process which is approved by the Board;
a decentralised organisational structure with defined levels of responsibility for all trading subsidiaries, to encourage principled entrepreneurial behaviour whilst minimising risks;
detailed monthly reporting of performance against budget;
rotational visits by the Board to the trading subsidiaries; and
central control over key areas such as treasury facilities, capital expenditure and cyber security.

The Group will continue to assess and develop its internal control system to ensure compliance with best practice for a group of its size.

Corporate culture

The Group's culture underpins the full range of its internal and external relationships. In the context of the Group's decentralised structure, the Board's assessment and monitoring of Group's culture is facilitated by rotational visits to operating subsidiaries.

Board Committees

Each Board Committee has written terms of reference setting out its duties, authority and reporting responsibilities. The terms of reference and the Group's Corporate Governance Statement are available on the Group's website (https://amcomrigroup.com/) or on request from the Group Secretary. The terms of reference for each Committee are kept under continuous review to ensure they remain appropriate. Each Committee is comprised of three of the independent Non-Executive Directors of the Group. The Group Secretary is the secretary of each Committee.

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CORPORATE GOVERNANCE STATEMENT continued

For the year ended 31 December 2025

Audit and Risk Committee

The Audit & Risk Committee comprises three independent Non-Executive Directors, Fraser Gray (Chair), Tanya Raynes and Peter Tierney who, among them, have relevant financial experience and an overall understanding of management practices including risk management activities, both generally and in the Group's relevant industry. For further information, see the Audit & Risk Committee report below.

The Audit & Risk Committee will meet at least three times a year at appropriate times in the reporting and audit cycle, and otherwise as required.

Remuneration Committee

The Remuneration Committee comprises Peter Tierney (Chair), Fraser Gray and Tanya Raynes. For further information, see the Remuneration Committee report below.

Nomination Committee

The Nomination Committee is responsible for reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and giving consideration to succession planning.

It is responsible for identifying and nominating, for the approval of the Board, candidates for vacancies when they arise. The Nomination Committee also has responsibility for monitoring the leadership needs of the organisation, both Executive and Non-Executive Directors, to ensure the continued ability of the organisation to compete effectively in the market. It will keep up-to-date and informed about strategic issues and commercial changes affecting the Group.

The Nomination Committee comprises three independent Non-Executive Directors, Tanya Raynes (Chair), Fraser Gray, and Peter Tierney. The Nomination Committee will meet at least twice a year and otherwise as required. The Nomination Committee met twice in 2025 to discuss senior management appointments however no changes were made to the Board of Directors during the year.

Board effectiveness

Biographies of the Board on pages 32 and 33 set out the skills, knowledge and experience of the Board. This mix of capabilities enables them to constructively challenge strategy and review performance. All Directors undertake ongoing training sessions to ensure they retain relevant skills to execute their roles.

Time commitments

All Directors were made aware of the time required to fulfil the role prior to appointment and confirmed their ability to meet the required commitment prior to appointment. The Board is satisfied that the Chair and each of the Non-Executive Directors is able to devote sufficient time to the Group.

Development

The Group Secretary ensures that all Directors are made aware of changes in relevant legislation and regulations, with the assistance of the Group's advisers where appropriate.

External appointments

In the appropriate circumstances, the Board may authorise Executive Directors to take Non-Executive positions in other companies and organisations, provided the time commitment does not impact upon the Director's ability to perform their role, since such appointments should widen their experience. The Chair will approve any such appointment.

Conflicts of interest

The Board regularly reviews any Directors' conflicts of interest. The Group's Articles of Association provide for the Board to authorise any actual or potential conflicts of interest.

Independent professional advice

All Directors have access to independent professional advice at the Group's expense. In addition, they have access to the advice and services of the Group Secretary who is responsible to the Board for advice on corporate governance matters.

Directors' and Officers' liability insurance

The Group has obtained Directors' and Officers' liability insurance during the year as permitted by the Group's Articles.

Performance evaluation

The Chair discusses with each of the Non-Executive Directors their ongoing effectiveness and is also responsible for the Executive composition of the Board. The Chief Executive Officer assesses each Executive Director and provides feedback on their performance on a timely basis.

Relations with shareholders

The Group maintains communication with institutional shareholders through individual meetings with Executive Directors and investor presentations particularly following publication of the Group's interim and full year results.

The Group also holds its Annual General Meeting in person and all shareholders are encouraged to attend the upcoming Annual General Meeting which is due to be held on 29 June 2026. This is the main opportunity for all shareholders to meet with all the Executive and Non-Executive Directors and where the Group's activities are considered, and questions are both welcomed and answered.

General information about the Group is also available on the Group's website. This includes a Group overview, detailed information about our trading businesses, details of all recent Group announcements and other relevant investor information.

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Whistleblowing

The Group has adopted a whistleblowing policy which sets out the formal process by which any employee of the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other matters, via a whistleblowing hotline.

Share Dealing Policy

A share dealing policy was adopted effective from admission to AIM. This contains appropriate provisions to regulate trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities.

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AUDIT AND RISK COMMITTEE REPORT

For the year ended 31 December 2025

> 66
> The Audit and Risk Committee is a key part of the Group's governance and control structure. We have had frequent and constructive dialogue with the Executive Directors and external advisors. The Committee has functioned effectively in performing its role of assessing the 2025 results.
> Fraser Gray
> Independent Non-Executive Director

Composition of the Audit and Risk Committee

Fraser Gray (Chair)
Tanya Raynes
Peter Tierney

In electing me as Chair, the Board is satisfied that I have recent and relevant financial experience. I am a Chartered Accountant with over 30 years’ experience advising companies, investors and lenders in a variety of scenarios.

Responsibilities

The Audit and Risk Committee is responsible for reviewing and challenging the process for identification of risks and opportunities, risk mitigant structures and monitoring the integrity of the Group’s financial statements, including monitoring the preparation of the annual and half yearly accounts, reports and any other formal announcements relating to its financial performance or prospects. The Audit and Risk Committee has responsibility for reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, compliance and fraud systems, monitoring the effectiveness of the internal audit function (if established) and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit and Risk Committee advises the Board independently of Executive Directors and external auditors when it considers the Group’s corporate reporting. The Audit and Risk Committee also has unrestricted access to the Group’s external auditors.

The Committee has met with the external auditors and reviewed a report on the progress of the audit and relevant outstanding matters.

Role of the external auditor

The Audit and Risk Committee monitors the relationship with the external auditor to ensure that auditor independence and objectivity is maintained. The Group adopts a policy to restrict work of the auditor to audit or audit-related services only. The only non audit fees charged during the year relate to the mid year review carried out by Grant Thornton LLP at the Group’s request. The Audit and Risk Committee is satisfied that this work is complementary to the audit and no conflict arises from this engagement. An analysis of fees charged by Grant Thornton is disclosed in the Group’s financial statements.

No material issues impacting upon the Auditor’s independence were observed or brought to the Committee’s attention.

Audit process

The external auditor prepares an audit plan for its review of the full year financial statements. The audit plan sets out the scope of the audit, specific areas of risk to target and audit timetable. Following its review, the auditor presents their findings to the Audit and Risk Committee for discussion. No matters of significant concern relating to either the Group’s internal controls or accounting practices were highlighted by the auditor during the year, however, possible areas of significant risk and other matters of audit relevance are regularly communicated. The Committee is satisfied that the Group’s financial report provides a fair and balanced assessment of the Group’s financial position.

Risk management and internal controls

As described in the Corporate Governance Statement on pages 34 to 37, the Group has established a framework of risk management and internal control systems and procedures. The Audit and Risk Committee is responsible for reviewing the risk management and internal control framework and ensuring that it operates effectively.

Priorities for 2026

The Group’s existing internal control systems have been reviewed, and we are satisfied they are operating effectively. As a young and growing group, the internal controls (including environmental reporting and risk management) are under further development and are actively reviewed by the Audit and Risk Committee.

> 13
> Fraser Gray
> Independent Non-Executive Director
> Audit Committee Chair

13 April 2026

38 Amcomri Group plc 2025 Annual Report and Accounts

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REMUNERATION COMMITTEE REPORT

For the year ended 31 December 2025

> “I am pleased to present a clear account of the Remuneration Committees’ priorities for implementation of a robust policy and governance framework around Executive compensation following admission to AIM.”

Peter Tierney
Independent Non-Executive Director

The Company was admitted to trading on AIM on 20 December 2024. As an AIM-quoted company, remuneration information is disclosed to fulfil the requirements of AIM Rule 19. The Company is not required to comply with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The information on remuneration has been audited.

Remuneration Committee Composition

Peter Tierney (Chair)
Fraser Gray
Tanya Raynes

Responsibilities

The Remuneration Committee was formally established by the Board in November 2024, in the lead-up to the Company’s admission to AIM, and I was appointed its Chair. Fraser Gray and Tanya Raynes are the other members of the Committee. All Committee members are deemed independent by the Board. The Remuneration Committee meets at least twice each year.

The Committee has delegated responsibility for determining and agreeing with the Board the policy for the remuneration of the Chair, the Executive Directors and other designated senior executives, including the Company Secretary.

Within the terms of the remuneration policy in accordance with the Principles and Provisions of the QCA Code framework, the Committee will determine the total individual remuneration schemes that motivate management and promote the long-term growth of shareholder value with packages of such persons including appropriate bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors will be a matter for the shareholders within the limits set in the Articles of Association. No Director will be involved in any decision as to his or her own remuneration.

Remuneration in 2025

The Company was admitted to AIM on 20 December 2024 and before this was unquoted. Salaries and fees were revised from an unquoted company context with effect from admission to AIM as detailed later in this report.

Long term incentive awards were made to Executive Directors on admission to AIM and during 2025 as detailed later in this report.

Remuneration in 2026

The Remuneration Policy is set out below along with changes in salaries and fees since the IPO.

Annual bonuses will operate in line with the policy. For 2026, the maximum bonus payable for the Chief Executive Officer will be capped at 75% of salary and for the Chief Operating Officer and Chief Financial Officer will be capped at 50% of salary. Annual bonuses will be based primarily on a measure of earnings.

The Committee anticipates making long term incentive awards to its Executive Directors under its existing LTIP scheme in the first half of 2026 based on three-year earnings and absolute total shareholder return performance targets.

AGM

In line with the QCA Code, the Directors’ Remuneration Policy will be put to an advisory shareholder vote at the 2026 AGM.

Amcomri Group plc 2025 Annual Report and Accounts 39

REMUNERATION COMMITTEE REPORT continued

For the year ended 31 December 2025

Remuneration policy

The Group's Remuneration Policy is designed to provide competitive rewards for Executive Directors and key management while aligning their interests with those of shareholders. The Committee aims to attract, retain, and motivate high-calibre individuals with a remuneration structure that supports the Group's strategic objectives and long-term sustainable growth. In setting remuneration levels, the Committee considers both individual and Group performance, as well as market comparisons across the industry to ensure competitiveness.

To achieve an appropriate balance between fixed and variable rewards, Executive remuneration typically includes base salary, discretionary bonuses, long-term incentive awards, and benefits. A significant portion of total remuneration is performance-linked, in line with industry best practices, ensuring Executives are incentivised to drive shareholder value. The Committee also considers the broader impact of Executive pay on the workforce and other stakeholders, ensuring consistency with the Company's culture and long-term objectives.

The Committee periodically reviews market trends and best practices to ensure remuneration remains competitive and aligned with shareholder interests. Independent advisors may be consulted where appropriate to provide guidance on evolving standards. Additionally, Executive Directors are required to build and maintain a minimum shareholding in the Company, reinforcing their commitment to long-term performance. The Committee retains discretion over remuneration outcomes, supported by malus and clawback provisions to safeguard against unintended risks.

Policy table

Element	Link to Remuneration Policy/Strategy	Operation	Maximum Opportunity	Performance Metric
Base Salary	Recruit and retain high-performing Executive Directors. Reflects experience, role, and business importance.	Reviewed annually with changes effective 1 January. Committee sets salaries based on responsibilities, performance, and market comparison.	There is no prescribed maximum annual base salary or salary increase.
The Committee is guided by the general increase for the broader employee population.	Committee considers individual and Company performance when setting base salary.
Benefits	Recruit and retain high-performing Executive Directors. Provide market-competitive benefits.	Benefits can include the following: Critical illness, Income protection, Permanent Health Insurance, Life Assurance, Private Medical Insurance, Car Mileage, Car Allowance.	Maximum benefit applies according to underlying polices.	n/a.
Pension	Recruit and retain high-performing Executive Directors. Provide market-competitive pensions.	The Company operates a defined contribution pension plan in which Executive Directors may participate.	This is in line with the wider workforce.	None.
Annual Bonus Plan	Incentivise and reward short and medium term performance.
Align interests of Executives and shareholders over the short and medium term.	Annual discretionary cash bonuses based on Group performance.	Maximum bonus under the policy is 100% of salary. At present, the maximum bonuses for the Executive Directors are set at a lower level than this.	Performance criteria and weightings may change from year to year.

40 Amcomri Group plc 2025 Annual Report and Accounts

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Element	Link to Remuneration Policy/Strategy	Operation	Maximum Opportunity	Performance Metric
Long Term Incentive Plan (LTIP)	Incentivise and reward long-term performance and value creation.
Align interests of Executive Directors and shareholders in the long-term.	Executive Directors eligible for awards under the LTIP at the Committee's discretion.
Awards granted as conditional awards, options (market value or nominal cost options) or cash awards vesting after three years subject to performance conditions.	Awards may be made to Executive Directors periodically at the discretion of the Committee. The normal annual limit in the plan rules is 100% of salary with an exceptional maximum at 150% of salary.
At present, the maximum bonuses for the Executive Directors are set at a lower level than this.	Performance criteria and weightings may change for different awards.
Shareholding guideline	Encourage Directors to achieve the Company's long-term strategy and create sustainable stakeholder value. Aligns with shareholder interests.	Executive Directors are encouraged to build a shareholding in the Company equal to at least 100% of salary over five years from appointment.	n/a.	n/a.
Non-Executive Director remuneration	Set having regard to the need to attract high calibre individuals with the right experience.
Reflects the time and responsibilities entailed and comparative fees paid in the markets in which the Group operates.	Fees reviewed annually with changes effective 1 January. Paid in cash.
Additional fees are payable for the Chair of any Board committee.	No prescribed maximum annual increase.	n/a.

Service contracts and letters of appointment

All Executive Directors have employment contracts which are subject to between six and twelve months' notice from either the Executive or the Group, given at any time.

All Non-Executive Directors have a letter of appointment for an initial period of three years and thereafter on a rolling basis subject to three months' notice by either the Non-Executive Director or the Group, given at any time. In the event of termination of their appointment they are not entitled to any compensation.

Malus and clawback

In respect of bonus and long term incentives, the Remuneration Committee has the authority to apply malus and clawback within two years of payment or vesting. This authority may be exercised in cases, inter alia, of financial misstatement, calculation errors in performance assessments, fraud or misconduct and reputational damage.

Remuneration of employees below the Group Board

Employees below the Group Board receive base salary, benefits, annual bonus, and senior management are invited to participate in the LTIP.

Shareholder consultation

The Committee's policy is to consult with major shareholders in respect of significant decisions on Executive remuneration. The Chair of the Remuneration Committee is available for contact with investors concerning the Company's approach to remuneration.

Amcomri Group plc 2025 Annual Report and Accounts
41

REMUNERATION COMMITTEE REPORT continued

For the year ended 31 December 2025

Consideration of new Executive Directors or senior executives

When recruiting or promoting any senior executive, we seek to apply consistent policies on fixed and variable remuneration components in line with the remuneration policy set out above. Where applicable, the Committee may seek to compensate new Executive Directors for remuneration forfeited on leaving previous employers.

Leaver provisions

If an employee ceases employment before the bonus payment date, their entitlement to an annual bonus will generally lapse. However, in the case of a "good leaver," the Remuneration Committee may exercise discretion to award a pro-rata bonus based on the period worked and performance achieved before the termination date. Any bonus payment to a good leaver is subject to the usual performance conditions and company discretion.

Under the LTIP, if an award holder leaves employment before their award vests, the award will ordinarily lapse. However, in good leaver circumstances, a portion of the award may still vest, subject to performance assessment and time-apportionment. The Committee has the discretion to waive time apportionment. The remaining award will either vest at the normal vesting date or at an earlier date if the Remuneration Committee determines so.

Change in control provisions

In the event of a Corporate Event such as a change of control, scheme of arrangement, voluntary winding-up, or delisting, the treatment of the annual bonus is at the discretion of the Remuneration Committee. Typically, the bonus will be pro-rated based on time served and performance achieved up to the date of the Corporate Event. The Committee may also decide to accelerate payment.

Under the LTIP, if a Corporate Event occurs, outstanding awards will be time pro-rated, unless the Remuneration Committee determines that a lesser (or no) reduction is appropriate. Additionally, the Committee will assess the extent to which performance conditions have been met at the time of the event. In making this determination, it may also consider whether the conditions would have been met over the full performance period and any other relevant factors.

Summary of 2025 Remuneration:

The following chart summarises directors' remuneration for 2025:

Name	Salary/Fee (£'000)	Bonus (£'000)	Pension (£'000)	Other Benefits (£'000)	Total (£'000)
Executive
Hugh Whitcomb	285	214	13	1	513
Mark O'Neill	205	103	14	1	323
Siobhán Tyrrell	190	95	13	1	299
Non Executive
Paul McGowan	100	-	-	-	100
Tanya Raynes	89	-	-	-	89
Fraser Gray	49	-	-	-	49
Peter Tierney	49	-	-	-	49

Notes
- Other benefits include private medical & dental care

42 Amcomri Group plc 2025 Annual Report and Accounts

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Summary of 2024 Remuneration:

The following chart summarises directors' remuneration for 2024:

Name	Salary/Fee (£'000)	Bonus (£'000)	Pension (£'000)	Other Benefits (£'000)	Total (£'000)
Executive
Hugh Whitcomb	259	197	19	1	476
Mark O'Neill	186	95	13	1	295
Siobhán Tyrrell	158	83	12	1	254
Non Executive
Paul McGowan	13	-	-	-	13
Tanya Raynes	11	-	-	-	11
Fraser Gray	7	-	-	-	7
Peter Tierney	7	-	-	-	7

Notes

Salary/Fee is covering the period from 1 January to December 2024 of the Executive Directors and from date of appointment on 13 November to 31 December 2024 for the Non-Executive Directors
Other benefits include private medical & dental care
In addition to the amounts above, bonuses were paid on successful completion of the IPO as follows: Hugh Whitcomb - £65,525, Siobhán Tyrrell - £66,250, Mark O'Neill - £72,500, Paul McGowan - £65,000.

Directors' Interests – Interests in share options

Details of options held by directors who were in office at 31 December 2025 are set out below.

On 16 December 2024, the Company established a Long Term Incentive Plan ("LTIP"), subject to Admission.

Initial ("At-IPO") Awards under the LTIP were granted to Hugh Whitcomb, Mark O'Neill and Siobhán Tyrrell, in the form of nominal cost Share Options as follows:

Name	Date of Grant	Number of Options Granted	Exercise Price	Vesting Date
Hugh Whitcomb	20 December 2024	414,546	£0.01	20 December 2027
Mark O'Neill	20 December 2024	160,000	£0.01	20 December 2027
Siobhán Tyrrell	20 December 2024	116,364	£0.01	20 December 2027

Additional awards under the LTIP were granted to Hugh Whitcomb, Mark O'Neill and Siobhán Tyrrell, in the form of nominal cost Share Options on 7 August 2025 as follows:

Name	Date of Grant	Number of Options Granted	Exercise Price	Vesting Date
Hugh Whitcomb	7 August 2025	228,000	£0.01	7 August 2028
Mark O'Neill	7 August 2025	193,000	£0.01	7 August 2028
Siobhán Tyrrell	7 August 2025	184,000	£0.01	7 August 2028

These awards will vest following the third anniversary of grant, subject to the achievement of three year performance conditions, being up to 50% on achieving Adjusted EBITDA targets and 50% on delivering Total Shareholder Return growth of at least 8% per annum, with full vesting at 18% per annum over the three years from grant and expiry ten years from grant.

Amcomri Group plc 2025 Annual Report and Accounts
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REMUNERATION COMMITTEE REPORT continued

For the year ended 31 December 2025

Directors' Interests – Interest in shares

The interests of the Directors who were serving as at the date of this document and their immediate families (within the meaning set out in the AIM Rules for Companies) in the ordinary shares of the Company are set out below:

Director	Number of Ordinary Shares at 31 December 2025	% of Share Capital at 31 December 2025
Paul McGowan*	27,887,176	38.74%
Hugh Whitcomb**	4,636,976	6.44%
Mark O'Neill	1,869,778	2.59%
Siobhán Tyrrell	184,454	0.26%

Paul McGowan holds 20,233,470 Ordinary Shares through his private investment company, Amcomri Holdings, which also holds 3,818,182 Ordinary Shares through its wholly owned subsidiary, Oranmore Limited and a further 3,835,524 Ordinary Shares in his own name.
** Hugh Whitcomb's family shareholding is registered in the name of Stephill Investments Limited.

Shareholder engagement

The Company welcomes shareholder feedback on its director remuneration arrangements.

On behalf of the Board

Peter Tierney
Independent Non-Executive Director
Remuneration Committee Chair

13 April 2026

44 Amcomri Group plc 2025 Annual Report and Accounts

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DIRECTORS' REPORT

For the year ended 31 December 2025

The Directors present their report and the audited financial statements of Amcomri Group plc ('the Company') and its subsidiary undertakings (together 'the Group') for the year ended 31 December 2025. The comparative figures are for the 12 month period ended 31 December 2024.

On 20 November 2024 Amcomri Group plc was re-registered from a private limited company to a public limited company in connection with the AIM IPO on 20 December 2024.

Principal activity

The principal activity of the Company is that of a holding company. The Amcomri Group's principal activity is the acquisition and subsequent organic growth of established specialist UK industrial SME businesses.

Results and dividends

The profit for the year, after taxation and minority interest, amounted to £3.0m (2024: £1.0m). The results are shown more fully in the audited consolidated financial statements on pages 54 to 57.

Dividends

No dividends were paid during the year (2024: £nil).

Future developments

The Company continues to seek opportunities to acquire additional businesses which will contribute to the future profitable growth of Amcomri Group.

Directors

The Directors who served during the year are set out on pages 32 and 33.

Directors' indemnities

The Company has obtained Directors' and Officers' liability insurance for the benefit of its Directors during the year and this remains in force at the date of this report.

Subsequent events

In March 2026, Amcomri's wholly owned subsidiary, Gridcore Electrical Services Limited, entered into a conditional agreement to acquire the business and assets of Enerveo Limited's National Compliance and Testing division for £1, with completion expected in May 2026.

Going concern

The Directors, have a reasonable expectation that the Group has adequate resources to continue operating as a going concern for the foreseeable future.

Having considered the Group's and the Company's cash flow forecasts, current and anticipated trading volumes, together with current and anticipated levels of cash, debt and the availability of committed borrowing facilities, the Directors are satisfied that the Group and the Company has sufficient resources to continue in operation for the foreseeable future, a period of at least 12 months from the date of signing of this report, and accordingly, they continue to adopt the going concern basis in preparing the Group and the Company financial statements.

In reviewing the appropriateness of the Going Concern assumption, management have prepared forecasts covering the going concern period, being a period of at least 12 months from the approval of these financial statements. In making this assessment, the Directors' have considered a reasonable basis of sensitivity incorporating a plausible downside scenario and the impact that this may have on the projections for the Group and the Company in the going concern period. The Directors' are satisfied that the Company and Group have adequate cash resources available to meet the obligations of the Group and the Company as they fall due in the going concern period.

Political donations

The Group has not made any political donations in the period (2024: £nil).

Streamlined Energy & Carbon Reporting (SECR)

The Group's Streamlined Energy & Carbon Reporting ("SECR") report is included on pages 20 to 22.

Disabled employees

In dealing with applications for employment from disabled candidates or where individuals become disabled whilst in employment of a company within the Group, every reasonable effort is made to provide opportunities for them, having regard to the ability of the individuals concerned, and to provide training and other appropriate facilities.

Financial risk management objectives

The Group's activities expose it to a variety of financial risks: market price risk, credit risk and liquidity risk. The Group's overall risk management programme seeks to minimise potential adverse effects on the Group's financial performance. None of these risks are hedged.

The Group has minimal foreign currency transactions or borrowings, so is less exposed to market risk in terms of foreign exchange risk or interest rate risk.

Risk management is undertaken by the Board of Directors. This is further detailed on pages 23 to 31.

Amcomri Group plc 2025 Annual Report and Accounts
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DIRECTORS' REPORT continued

For the year ended 31 December 2025

Credit risk management

Credit risk arises from cash and cash equivalents as well as any outstanding receivables. Management does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counterparty is subject to a limit which is assessed by the Board.

The Group considers the credit ratings of its banks, in which it holds funds in order to reduce exposure to credit risk, which is detailed under the cash and cash equivalents accounting policy.

Liquidity Risk

In the opinion of the Company, the working capital available to the Group is sufficient for the Group's present requirements, for at least the next 12 months from the date of this document. The Group will have the ability to meet any debt obligations and reduce its level of indebtedness, which will depend on the performance of its subsidiaries which could be affected by general economic conditions and other factors which may be beyond the control of the Company.

The Group may therefore be required to seek additional and alternative sources of finance in order to service any debt, and provide working capital in the longer term, by way of further borrowings or equity financing. The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The Group utilises invoice discounting in some subsidiaries which helps manage cash flow and headroom.

Annual General Meeting

The Annual General Meeting (the "AGM") will be held at 10.00am on Monday, 29 June 2026 at Cavendish, One Bartholomew Close, London EC1A 7BL. The Notice of AGM, which is a separate document, will be sent to all shareholders and will be published on the Amcomri Group plc website.

Share capital

The rights attaching to the Company's ordinary shares, as well as the powers of the Company's Directors, are set out in the Company's Articles of Association (the "Articles"), a copy of which is available on the Company's website. The Articles may be amended by special resolution of the Company's shareholders.

Significant shareholders

The following shareholders have beneficial interests in 3% or more of the Company's issued ordinary share capital.

Shareholder	Number of Shares	Percentage of Issued Share Capital owned
Paul McGowan*	27,887,176	38.74%
Hilco Inc.	9,406,864	13.07%
Stephill Investments Limited**	4,636,976	6.44%
Octopus Investments Limited	2,844,500	4.72%
Anseres Capital Management, LLC	2,166,368	3.01%

Paul McGowan holds 20,233,470 Ordinary Shares through his private investment company, Amcomri Holdings, which also holds 3,818,182 Ordinary Shares through its wholly owned subsidiary, Oranmore Limited and a further 3,835,524 Ordinary Shares in his own name.
** Hugh Whitcomb's family shareholding is registered in the name of Stephill Investments Limited.

Engagement with stakeholders

The Group engages with all its stakeholders as disclosed in the Section 172 Statement on pages 18 and 19. The Group's payment policy is to agree terms and conditions with suppliers in advance and to pay agreed invoices in accordance with the agreed terms of payment.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' report is approved have 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.

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Statement of Directors' responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group consolidated financial statements in accordance with UK-adopted international accounting standards ("IAS") and those parts of the Companies Act 2006 that apply to companies reporting under IAS and the parent company in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law including FRS 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 Group and the parent company and of the profit or loss of the Group for that period.

In preparing each of the Group and parent company 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 UK-adopted IAS or UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent 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 Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Auditors

The auditors, Grant Thornton (NI) LLP, continue in office in accordance with section 489 of the Companies Act 2006.

This report was approved by the board on 13 April 2026 and signed on its behalf by:

Hugh Whitcomb
Director

Amcomri Group plc 2025 Annual Report and Accounts 47

INDEPENDENT AUDITOR'S REPORT

To the members of Amcomri Group plc

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Amcomri Group plc ("Parent Company") and its subsidiaries (the "Group"), which comprise the Consolidated statement of comprehensive income, the Consolidated and Parent Company statement of financial position, the Consolidated and Parent Company statement of changes in equity and the Consolidated statement of cashflows for the year ended 31 December 2025, and the related notes to the financial statements, including the material accounting policy information.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards (UK-adopted IAS) for the Group and accounting standards issued by the Financial Reporting Council including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice) for the Parent Company.

In our opinion, Amcomri Group plc's financial statements:

give a true and fair view in accordance with UK-adopted IAS of the assets, liabilities and financial position of the Group as at 31 December 2025 and of the Group's financial performance and cash flows for the year then ended;
give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Parent Company as at 31 December 2025; and
have been properly 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances for the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the validity of the directors' assessment of the Group and Parent Company's ability to continue to adopt the going concern basis of accounting included:

We tested the arithmetic accuracy of management's budgets and forecasts;
We assessed and challenged the key assumptions used by management in prospective financial information, namely budgets and forecasts which covered at least 12 months from date of approval of financial statements. In particular we carried out any analysis on the key assumptions within the model to determine the level of working capital headroom available for the Group under normal trading conditions;
We compared budgeted financial results to actual financial results for the year ended 31 December 2025 as well as management information available up to the date of this report, to critically assess management's point of estimate; and
We evaluated the going concern disclosures in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and the directing of efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and therefore we do not provide a separate opinion on these matters.

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Overall audit strategy

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was any evidence of potential bias that could result in a risk of material misstatement due to fraud.

Based on our considerations as set out below, our areas of focus included:

Valuation of intangible assets (Group); and
Valuation of investment in subsidiaries (Parent Company).

How we tailored the audit scope

The Group consists of one Parent company and twenty-one subsidiaries which are split into two operating segments, being embedded engineering and B2B manufacturing services. We tailored the scope of our audit taking into account the areas where the risk of misstatement was considered material to the Group and Parent Company, taking into account the nature of the Group and Parent Company's business and the industry in which it operates. We performed an audit of the complete financial information of the Group's components. Components represent business units across the Group considered for audit scoping purposes.

In establishing the overall approach to our audit we assessed the risk of material misstatement at a Group and Parent Company, taking into account the nature, likelihood and potential magnitude of any misstatement. As part of our risk assessment, we considered the control environment in place at Amcomri Group plc.

Materiality and audit approach

The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, such as our understanding of the entity and its environment, the history of misstatements, the complexity of the Group and Parent Company and the reliability of the control environment, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the Group financial statements as a whole to be £1,064,000 (2024: £854,000) for the year ended 31 December 2025, determined as being 1.5% of revenue (2024: 1.5% of revenue). We have applied this benchmark because the main objective of the Group is to drive the Group's financial performance by increasing revenue generation.

We have set Performance materiality for the Group at £798,000 (2024: £641,000) being 75% of overall materiality (2024: 75%), having considered our prior year experience of the risk of misstatements, business risks and fraud risks associated with the entity and it's the control environment. This is to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole.

We agreed with the audit committee that we would report to them misstatements identified during our audit above 5% of overall Group materiality.

Based on our professional judgement, we determined materiality for the Parent Company financial statements as a whole to be £234,000 (2024: £180,000) for the year ended 31 December 2025, determined as being 1% of total assets (2024: 1% of total assets). We have applied this benchmark because the main objective of the Parent Company is to hold the investments in subsidiaries, and operating internal working funding facilities to its wholly owned subsidiaries.

We have set Performance materiality for the Parent company at £176,000 (2024: £135,000) being 75% of overall materiality (2024: 75%), having considered our prior year experience of the risk of misstatements, business risks and fraud risks associated with the entity and it's the control environment. This is to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole.

We agreed with the audit committee that we would report to them misstatements identified during our audit above 5% of overall Parent Company materiality.

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49

INDEPENDENT AUDITOR'S REPORT continued

To the members of Amcomri Group plc

Significant matters identified

The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are set out below as significant matters together with an explanation of how we tailored our audit to address these specific areas in order to provide an opinion on the financial statements as a whole. This is not a complete list of all risks identified by our audit.

Valuation of intangible assets including goodwill (Group) – £23.5m (2024: £17.3m)

Description of significant matter	Our audit approach
There is a risk that the intangibles held by the Group are not carried at their realisable value on the statement of financial position, in line with the requirements of UK-adopted IAS. The Group has intangible assets of £23.5m which were created on the consolidation of the Parent and the Subsidiary undertakings through business combinations. The carrying value of these intangible assets are material to the user of the financial statements. Significant auditor's attention was deemed appropriate because of the materiality of the intangible assets and the complexity and underlying judgments and assumptions used in the valuation of the intangible assets. The recoverability of the carrying value the Group's intangible assets is supported by the overall performance of the cash generating unit, including consideration of prospective information. Impairment is considered annually at the reporting date by the directors. As a result, we considered this to be a key audit matter.

Description of significant matter

Our audit approach

There is a risk that the intangibles held by the Group are not carried at their realisable value on the statement of financial position, in line with the requirements of UK-adopted IAS. The Group has intangible assets of £23.5m which were created on the consolidation of the Parent and the Subsidiary undertakings through business combinations. The carrying value of these intangible assets are material to the user of the financial statements. Significant auditor's attention was deemed appropriate because of the materiality of the intangible assets and the complexity and underlying judgments and assumptions used in the valuation of the intangible assets. The recoverability of the carrying value the Group's intangible assets is supported by the overall performance of the cash generating unit, including consideration of prospective information. Impairment is considered annually at the reporting date by the directors. As a result, we considered this to be a key audit matter.

Information on the intangible assets can be found in note 13 to the financial statements. | Our procedures included, but not limited to:
• Obtaining an understanding and evaluation of the design and implementation of key controls relevant to the valuation processes;
• Obtaining an understanding of the components of the intangible asset including the purchase price allocation relating to Goodwill and other intangible assets (e.g. customer relationships).
• Obtaining financial projections of the cash generating unit and critically assessing the key assumptions made by the directors in respect of predicting the expected revenue receipts and costs incurred;
• Obtaining financial projections of the Group and critically assessing the key assumptions made by the directors in respect of predicting the expected revenue receipts and costs incurred, including challenging growth rate assumptions for the remaining life of the customer relationships;
• Reviewing and challenging the assumptions regarding the remaining useful economic life of the customer relationships and assessing the accuracy of the closing balance and amortisation charged in the year, taking into consideration customer attrition rates;
• Assessing the level of headroom available between the projected discounted cash flows of the Company to which the intangible relates and the carrying value of the intangible assets; and
• Reviewing the accounting treatment and associated disclosures in the financial statements for conformity with the requirements of UK-adopted IAS.

We completed our planned procedures, with no exceptions noted. |

50 Amcomri Group plc 2025 Annual Report and Accounts

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Valuation of investment in subsidiaries (Parent Company) - £23.3m (2024: £15.2m)

Description of significant matter	Our audit approach
The Parent Company has an investment in subsidiary undertakings of £23.3m. There is no observable market price quoted for this investment. There is a risk that the investment held by the Parent Company is not carried at realisable value on the statement of financial position, in line with the requirements of FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

Description of significant matter

Our audit approach

The Parent Company has an investment in subsidiary undertakings of £23.3m. There is no observable market price quoted for this investment. There is a risk that the investment held by the Parent Company is not carried at realisable value on the statement of financial position, in line with the requirements of FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

Significant auditor's attention is deemed appropriate because of the materiality of the Investment and the complexity and underlying judgments and assumptions used in the valuation of the intangible assets. The recoverability of carrying value the Parent Company's investment is supported by the overall performance of the businesses, including consideration of prospective information.

Impairment is considered annually at the reporting date by the directors. As a result, we considered this to be a key audit matter.

Information on the investments can be found in note 30 to the financial statements. | Our procedures included, but not limited to:
• Obtaining an understanding and evaluation of the design and implementation of key controls relevant to the valuation processes;
• Obtaining an understanding of the how the investment in subsidiaries is valued and how management have assessed the recoverability of the investment in the context of the performance of that Company;
• Obtaining financial projections for the subsidiaries and critically assessing the key assumptions made by the directors in respect of predicting the expected revenue receipts and costs incurred, including challenging growth rate assumptions used by the underlying subsidiaries;
• Assessing the level of headroom available between the projected discounted cash flows for the subsidiary and the carrying value of the investment in subsidiary; and
• Reviewing the accounting treatment and associated disclosures in the financial statements for conformity with the requirements of FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

We completed our planned procedures, with no exceptions noted. |

Other information

Other information comprises information included in the annual report, other than the financial statements and our auditor's report thereon, including the Directors' Report and the Strategic Report. The directors are responsible for the other information. 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

Amcomri Group plc 2025 Annual Report and Accounts
51

INDEPENDENT AUDITOR'S REPORT continued

To the members of Amcomri Group plc

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report and the Directors' Report. We have nothing to report in respect of the following matters where 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.

Responsibilities of management and those charged with governance for the financial statements

As explained more fully in the Directors' responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with UK-adopted IAS for the Group and United Kingdom Generally Accepted Accounting Practice, including FRS 101 for the Parent Company, and for such internal control as directors determine necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or Parent Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group and Parent Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor 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 their 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.

A further description of an auditor's 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 auditor's report.

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 material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the AIM Rules, Data Privacy law, Employment Law, Environmental Regulations, Pensions Legislation and Health & Safety, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

The group engagement team shared the risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work.

Amcomri Group plc 2025 Annual Report and Accounts

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In response to these principal risks, our audit procedures included but were not limited to:

enquiries of management, the board and audit committee on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
inspection of the Group’s regulatory and legal correspondence and review of minutes of directors’ meetings during the year to corroborate enquiries made;
gaining an understanding of the entity’s current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
challenging assumptions and judgements made by management in their significant accounting estimates, including estimates in valuation techniques used within business combinations, the determination of the appropriate discount rate to measure lease liabilities, the useful life of tangible and intangible assets, provision in respect of trade and other debtors, provision in respect of stock and impairment of non-financial assets and goodwill and useful life of other intangible assets;
review of the financial statement disclosures to underlying supporting documentation and enquiries of management; and
we requested information from component auditors on instances of non-compliance with laws or regulations that could give rise to a material misstatement of the group financial statements.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

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.

Report on other legal and regulatory requirements

We were appointed by the Board of Directors on 6 November 2025 to audit the financial statements for the year ended 31 December 2025. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 3 years.

We have not provided non-audit services prohibited by the FRC’s Ethical Standard and have remained independent of the entity in conducting the audit.

The audit opinion is consistent with the additional report to the audit committee.

[Handwritten signature: Louise Kelly]

Ms. Louise Kelly
(Senior Statutory Auditor)
For and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors
Belfast

13 April 2026

Amcomri Group plc 2025 Annual Report and Accounts 53

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

| | Note | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- | --- |
| Revenue | 4 | 70,938 | 58,066 |
| Cost of sales | | (44,947) | (36,903) |
| Gross profit | | 25,991 | 21,163 |
| Distribution costs | 10 | (324) | (566) |
| Administrative expenses | 10 | (19,202) | (15,818) |
| Other operating income | 6 | 5 | 72 |
| Other income | 22 | — | 592 |
| Exceptional items | 10 | (378) | (1,574) |
| Operating profit | | 6,092 | 3,869 |
| Finance income | 8 | 96 | 14 |
| Finance cost | 9 | (2,082) | (2,208) |
| Profit before taxation | | 4,106 | 1,675 |
| Tax on profit | 12 | (1,140) | (636) |
| Profit for the financial year | | 2,966 | 1,039 |
| Profit for the year attributable to: | | | |
| Non-controlling interest | | (46) | (9) |
| Owners of the parent | | 3,012 | 1,048 |
| | | 2,966 | 1,039 |
| Earnings per share | | pence | pence |
| Basic earnings per share from continuing operations | 24 | 4.20 | 3.50 |
| Diluted earnings per share | 24 | 4.12 | 3.50 |

There is no other comprehensive income in the period ended 31 December 2025 (2024: £Nil). All results are from continuing operations.

The accompanying notes on pages 58 to 92 form an integral part of these consolidated financial statements.

54 Amcomri Group plc 2025 Annual Report and Accounts

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

Company number 14390325

	Note	31 December 2025 £'000	31 December 2024 £'000
Non-current assets
Goodwill	13	16,998	10,545
Intangible assets	13	6,483	6,784
Property, plant and equipment	14	6,070	7,139
Right-of-use assets	15	7,455	4,235
		37,006	28,703
Current assets
Inventories	16	6,859	6,776
Trade and other receivables	17	15,366	11,568
Cash and cash equivalents	18	8,578	12,077
		30,803	30,421
Total assets		67,809	59,124
Equity
Share capital	23	720	718
Share premium		16,849	16,773
Retained earnings		6,317	3,089
Equity attributable to owners of the parent		23,886	20,580
Non-controlling interest		(213)	(167)
Total equity		23,673	20,413
Non-current liabilities
Trade and other payables	19	1,567	1,629
Borrowings	20	10,382	9,516
Lease liabilities	15	5,765	4,822
Provisions	21	-	75
Deferred tax liabilities	21	2,332	1,929
Amounts due to related parties	27	700	700
		20,746	18,671
Current liabilities
Trade and other payables	19	15,638	13,494
Current tax liabilities		1,352	592
Lease liabilities	15	1,536	1,267
Borrowings	20	4,864	4,687
		23,390	20,040
Total liabilities		44,136	38,711
Total equity and liabilities		67,809	59,124

The financial statements were approved and authorised for issue by the board of directors on 13 April 2026 and were signed on its behalf by:

[Handwritten signature]

Hugh Whitcomb
Director

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

| | Share capital
£'000 | Share premium
£'000 | Retained earnings
£'000 | Non-controlling interest
£'000 | Total
£'000 |
| --- | --- | --- | --- | --- | --- |
| As at 1 January 2024 | — | 6,622 | 2,037 | 871 | 9,530 |
| Profit for the year | — | — | 1,048 | (9) | 1,039 |
| Issue of share capital | 718 | 10,151 | — | — | 10,869 |
| Other movement in the year | — | — | 4 | (1,029) | (1,025) |
| As at 31 December 2024 | 718 | 16,773 | 3,089 | (167) | 20,413 |
| As at 1 January 2025 | 718 | 16,773 | 3,089 | (167) | 20,413 |
| Profit for the year | — | — | 3,012 | (46) | 2,966 |
| Issue of share capital | 2 | 76 | — | — | 78 |
| Share based payment | — | — | 216 | — | 216 |
| As at 31 December 2025 | 720 | 16,849 | 6,317 | (213) | 23,673 |

56 Amcomri Group plc 2025 Annual Report and Accounts

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CONSOLIDATED STATEMENT OF CASHFLOWS

For the year ended 31 December 2025

	Note	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Operating activities
Profit for the year		2,966	1,039
Adjustment for:
- Taxation charge	12	1,140	636
- Depreciation	14,15	1,890	1,555
- Amortisation	13	431	406
- Gain on bargain purchase		—	(592)
- Net interest paid	8,9	1,986	2,194
- Share based payment expense		216	—
Change in inventories		10	(710)
Change in trade and other receivables		(2,535)	456
Change in trade and other payables		622	2,709
Corporation tax paid		(166)	(888)
Net cash inflow from operating activities		6,560	6,805
Investing activities
Purchase of tangible assets	14	(1,969)	(1,287)
Purchase of intangible assets	13	(130)	(76)
Acquisition of subsidiaries, net of cash acquired	22	(4,167)	(1,250)
Interest received	8	96	14
Deferred consideration paid	19	(2,299)	(961)
Net cash used in investing activities		(8,469)	(3,560)
Financing activities
Proceeds from issue of share capital		78	10,813
Proceeds from borrowings	20	2,749	1,093
Repayment of borrowings	20	(1,706)	(2,929)
Interest paid	9	(2,082)	(2,140)
Movements in amounts due to related parties	27	—	(1,270)
Repayment of lease liabilities	20	(629)	(778)
Net cash (used in) / inflow from financing activities		(1,590)	4,789
Net change in cash and cash equivalents		(3,499)	8,034
Cash and cash equivalents at the start of year		12,077	4,043
Cash and cash equivalents at the end of year		8,578	12,077

Amcomri Group plc 2025 Annual Report and Accounts
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NOTES TO THE GROUP FINANCIAL STATEMENTS

For the year ended 31 December 2025

1. General information

Amcomri Group plc is the ultimate parent company of the 'Buy, Improve, Build' UK focused specialist engineering services and industrial manufacturing group. Amcomri Group plc is incorporated and domiciled in the UK and its registered office is 16/18 Beak Street, London, W1F 9RD.

2. Material accounting policy information

2.1 Basis of preparation

The Group's consolidated financial statements have been prepared on a going concern basis and under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.

Being quoted on the AIM Market of the London Stock Exchange, the Company has prepared its consolidated financial statements in accordance with UK-adopted international accounting standards ("IAS") and those parts of the Companies Act 2006 that apply to companies reporting under UK-adopted IAS. Accordingly, these financial statements have been prepared in accordance with the accounting policies set out below which are based on the aforementioned UK-adopted IAS and in effect at 31 December 2025. The accounting policies have been consistently applied unless otherwise stated.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Details of the key estimates and judgements in these financial statements have been detailed in note 3.

2.2 Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired during the year are recognised from the effective date of acquisition, as applicable. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

2.3 Adopted IFRS not yet applied

(a) New standards and amendments to existing standards effective 1 January 2025

There are no standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 January 2025 that have a material effect on the financial statements of the Group.

(b) New standards, amendments and interpretations effective after 1 January 2025 and that have not been early adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2025, and have not been early adopted in preparing these financial statements. The Group's assessment of the impact of these new standards and amendments is set out below:

Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026)

The IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. Among other amendments, the IASB clarified the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system.

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2. Material accounting policy information continued

2.3 Adopted IFRS not yet applied continued

IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)

The IASB issued the new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

the structure of the statement of profit or loss with defined subtotals;
the requirement to determine the most useful structured summary for presenting expenses in the statement of profit or loss;
required disclosures in a single note within the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

The Group is currently still assessing the effect of the forthcoming standard and amendments. No other new standards or amendments to standards are expected to have a material effect on the financial statements of the Group.

2.4 Going concern

The directors, have a reasonable expectation that the Group has adequate resources to continue operating as a going concern for the foreseeable future.

Having considered the Group's and the Company's cash flow forecasts, current and anticipated trading volumes, together with current and anticipated levels of cash, debt and the availability of committed borrowing facilities, the directors are satisfied that the Group and the Company have sufficient resources to continue in operation for the foreseeable future, a period of at least 12 months from the date of signing of these financial statements, and accordingly, they continue to adopt the going concern basis in preparing the Group and Company financial statements.

In reviewing the appropriateness of the going concern assumption, management have prepared forecasts covering the going concern period, being a period of at least 12 months from the approval of these financial statements. In making this assessment, the Directors have considered a reasonable basis of sensitivity incorporating a plausible downside scenario and the impact that this may have on the projections for the Group and the Company in the going concern period. In forming this view, the Directors have also reviewed the Group's compliance with existing debt covenants and are satisfied that the forecasts indicate continued compliance throughout the going concern period. The Directors are satisfied that the Company and Group have adequate cash resources available to meet the obligations of the Group and the Company as they fall due in the going concern period.

2.5 Business combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

Consideration transferred as part of a business combination does not include amounts related to the settlement of pre-existing relationships. The gain or loss on the settlement of any pre-existing relationship is recognised in profit or loss.

Assets acquired and liabilities assumed are measured at their acquisition date fair values.

2.6 Foreign currency translation

Functional and presentation currency

These financial statements are presented in pound sterling (£), which is the Group's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at period-end exchange rates are recognised in profit or loss.

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NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

2. Material accounting policy information continued

2.6 Foreign currency translation continued

Non-monetary items are not retranslated at the period-end. They are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

Foreign operations

In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than pound sterling are translated into pound sterling upon consolidation. The functional currencies of entities within the Group have remained unchanged during the reporting period.

On consolidation, assets and liabilities have been translated into pound sterling at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into pound sterling at the closing rate. Income and expenses have been translated into pound sterling at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.

2.7 Revenue

Revenue arises mainly from the sale of goods and servicing income.

To determine whether to recognise revenue, the Group follows the below process:

Identifying the contract with a customer
Identifying the performance obligations
Determining the transaction price
Allocating the transaction price to the performance obligations, and
Recognising revenue when/as performance obligation(s) are satisfied.

The Group often enters into customer contracts to supply a bundle of products and services. The contract is then assessed to determine whether it contains a single combined performance obligation or multiple performance obligations. If applicable the total transaction price is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.

Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers.

The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in its Consolidated Statement of Financial Position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its Consolidated Statement of Financial Position, depending on whether something other than the passage of time is required before the consideration is due.

Sale of goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods which is based on the delivery terms of the contract or point in time. Revenue is recognised over time using the output method in the case of longer term contracts or where the performance obligation is satisfied over time.

Rendering of services

Turnover from a contract to provide services is recognised in line with the performance obligations specified in the customer contract or on transfer of control of services to the customer. Revenue is recognised as follows:

where the Group has a contractual right to receive payment for work performed to date, revenue is recognised over time as services are provided, using a percentage-of-completion approach, measured by an input method based on time spent; and
where the Group does not have a contractual right to receive payment for work performed until the customer has certified or otherwise accepted the completed work, revenue is recognised at a point in time, being the moment the work is approved or the performance obligation is otherwise fully satisfied. Until such approval or acceptance, amounts relating to work performed are recognised as a contract asset.

Amcomri Group plc 2025 Annual Report and Accounts

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2. Material accounting policy information continued

2.7 Revenue continued

Segmental reporting

The Group’s activities are predominantly in specialist maintenance, overhaul and services to safety critical energy, process and rail markets, and production equipment and printing services to the electronic and electrical markets. The Group operates two main operating segments: Embedded engineering and B2B manufacturing.

Operating segments are reported in a manner consistent with internal reporting provided to the Directors, who are responsible for allocating and assessing performance of the operating segments.

2.8 Finance income and expense

Interest income is recognised in profit or loss using the effective interest method.

Borrowing 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.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

2.9 Other income

Other income is the gain recognised on acquisition in the year where the consideration paid is less than the fair value of net assets acquired (see note 22).

2.10 Operating costs

Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred. Operating costs include amounts presented as cost of sales, distribution costs and administrative expenses.

2.11 Exceptional & non-recurring items

Exceptional items are disclosed separately in the statement of profit and loss where it is necessary to do so to provide further understanding of the financial performance of the Group. Exceptional items are items of one-off income or expense that have been shown separately due to the significance of their nature or amount. Exceptional items include restructuring and acquisition-related costs, redundancy costs, disposal of assets and professional fees related to the Group’s admission to the AIM Market of the London Stock Exchange, (see note 10).

2.12 Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge 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 charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for:

the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.13 Intangible assets

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses.

Amcomri Group plc 2025 Annual Report and Accounts

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

2. Material accounting policy information continued

2.13 Intangible assets continued

For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units ("CGUs"), that is expected to benefit from the synergies of the combination. Assets are grouped at the lowest level for which there are largely independent cash inflows. Goodwill impairment reviews are undertaken annually. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Gains on bargain purchases are recognised in the consolidated comprehensive income in the period to which they relate in full.

Customer relationships

Separately acquired customer relationships are recorded at historic cost. Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. Customer relationships have a finite useful life and are carried at cost less accumulated amortisation and impairment. Amortisation is calculated using the straight line method to allocate the cost of customer relationships over their estimated useful lives of 20 years.

Computer software

Costs that are directly attributable to a project's development phase are recognised as intangible assets, provided they meet all of the following recognition requirements:

the development costs can be measured reliably;
the project is technically and commercially feasible;
the Group intends to and has sufficient resources to complete the project;
the Group has the ability to use or sell the software; and
the software will generate probable future economic benefits.

Computer software is amortised over a period of 5 – 10 years.

2.14 Tangible fixed assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses. Costs include the original purchase price of the assets and the costs attributable to bringing the assets to its working condition for intended use.

Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of buildings, IT equipment and other equipment. The following useful lives are applied:

Freehold property	2%
Plant and machinery	10%-25%
Motor vehicles	20%-33%
Fixtures and fittings	10%-25%

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss either within other income or administrative expenses.

2.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the manufacturing process as well as suitable portion of related production overheads, based on normal operating capacity. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any directly attributable selling expenses.

2.16 Trade receivables

Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary course of business. If collection is expected within one year, they are classified as current assets. If not, they are classified as non-current assets. Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provisions for impairment. The Group assesses impairment based on the lifetime of expected credit losses.

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2. Material accounting policy information continued

2.17 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year. If not, they are presented as non current liabilities. Trade payables are recognised initially at the transaction price and subsequently recognised at amortised cost using the effective interest method.

2.18 Leases

Group as a lessee

The Group makes the use of leasing arrangements principally for the provision of the manufacturing facilities, warehouses and related facilities, and IT equipment and motor vehicles. The rental contracts for property are typically negotiated for terms of between 3 and 50 years and some of these have extension terms. Lease terms for fixtures & fittings and equipment and motor vehicles have lease terms of between 6 months and 10 years without any extension terms. The Group does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses.

The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its Consolidated Statement of Financial Position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arise from a change in the lease term or a change in the assessment of an option to purchase a leased asset.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to items of office equipment such as desks, chairs, and certain IT equipment. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

2.19 Cash and cash equivalents

Cash and cash equivalents comprise of cash on hand and demand deposits, together with other short term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

2.20 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. The provisions are tested annually for impairment.

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64 Amcomri Group plc 2025 Annual Report and Accounts

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

2. Material accounting policy information continued

2.21 Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Classification and measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into one of the following categories:

amortised cost
fair value through profit or loss (FVTPL), or
fair value through other comprehensive income (FVOCI).

In the periods presented the Group does not have any financial assets categorised as FVTPL or FVOCI.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the requirements include loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables and contract assets, the Group applies the IFRS 9 simplified approach, which uses a lifetime expected credit loss allowance. To measure the expected credit losses, receivables are grouped based on specific credit risk categories of the entities in which they operate. The expected loss rates are based on payment profiles of sales over a period of 12 months and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors expected to impact the customers to which they relate.

Classification and measurement of financial liabilities

The Group's financial liabilities include borrowings and trade and other payables.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at FVTPL.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss.

All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.

Offsetting

Financial assets and liabilities are offset, and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis. The legally enforceable right must not be contingent on future events and must be in the normal course of business.

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2. Material accounting policy information continued

2.22 Impairment of non-financial assets

Assets that are subject to amortisation are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds the recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset for which the estimate of future cash flows have not been adjusted. An impairment loss is recognised immediately in the profit and loss account, unless the relevant asset is carried at the revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. A reversal of an impairment loss is recognised immediately in profit and loss, unless the relevant asset is carried at the revalued amount, in which case this reversal is taken to the revaluation reserve.

2.23 Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when they are declared by the directors. In the case of final dividends, this is when they are approved by the shareholders at the annual general meeting.

2.24 Non-controlling interests

For business combinations, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets.

The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

2.25 Post-employment benefits and short-term employment benefits

Post-employment benefit plans

The Group provides post-employment benefits through various defined contribution plans.

Defined contribution plans

The Group pays fixed contributions into independent entities in relation to several retirement plans and insurances for individual employees. The Group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that related employee services are received.

Short-term employee benefits

Short-term employee benefits, including holiday entitlement, are current liabilities included in pension and other employee obligations, measured at the undiscounted amount the Group expects to pay as a result of the unused entitlement.

2.26 Borrowings

All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge in the income statement over the period of the borrowing. Interest expense is recognised on the basis of the effective interest method and is included in finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

2.27 Share capital and reserves

Ordinary share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on the present value basis.

Share premium reserve

The share premium reserve represents the agreed value of the shares issued above the nominal value. Any transaction costs associated with the issuing of shares are deducted from the share premium, net of any related income tax benefits.

Retained earnings

Retained earnings includes all current and prior period retained profits.

The company's share-based payments are recognised as equity settled share-based payments as the employees will receive shares after the vesting period. Share-based compensation is recognised as an expense in the Consolidated Statement of Comprehensive Income with a corresponding credit to retained equity and reserves. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of share options that are expected to become exercisable. For equity settled shares, a fair value of the share option is established at the date the shares are granted, and the cost is spread over the vesting period.

Amcomri Group plc 2025 Annual Report and Accounts 65

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

3. Accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where it affects current and future periods.

Judgements made in applying the accounting policies of the Group:

Revenue recognition

For the Group's contracts with customers, judgements are required to assess whether control is transferred to customers over time or at a point in time. Where control over the specific performance obligations is transferred over time, judgements are required regarding the progress towards completion. The Group measures certain contracts using the output method, measuring progress based on costs incurred relative to total expected costs. Contracts with specific performance obligations are measured using the output method, where progress is based on milestones or outputs achieved.

Estimates made in applying the accounting policies of the Group:

Business combinations

Management uses various valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. In particular, the fair value of contingent consideration is dependent on the outcome of many variables including the acquirees' future profitability. In making this assessment, management have used current performance, and projected future performance to determine whether a liability has arisen. Details of amounts recognised including the value of contingent consideration are disclosed in note 22.

Leases – determination of the appropriate discount rate to measure lease liabilities

As noted above, the Group enters into leases with third-party landlords and as a consequence, the rate implicit in the relevant lease is not readily determinable. Therefore, the Group uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over similar terms which requires estimations when no observable rates are available. The average discount rate used in the calculation of lease liabilities is 5%.

The Group consults with its main bankers to determine what interest rate they would expect to charge the Group to borrow money to purchase a similar asset to that which is being leased. Details on the amounts recognised as Right-of-use assets and Lease liabilities are disclosed in note 15.

Useful life of assets

The annual depreciation charge depends primarily on the estimated lives of each type of asset. The Directors annually review these asset lives and adjust them as necessary to reflect the current thinking of remaining useful lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have a significant impact on depreciation charges for the period. There were no changes in the useful life of assets in the year, and no impairment adjustments recognised. The net value of depreciated assets together with the depreciation charge for the year is disclosed in note 14.

Provision in respect of trade and other debtors

The company estimates the allowance for trade and other debtors based on an assessment of specific accounts where the company has objective evidence comprising default in payment terms of significant financial difficulty that certain customers are unable to meet their financial obligations. In these cases, judgement is used on the best available facts and circumstances including, but not limited to, length of relationship and historical events. The provision for specific bad debts for the year is disclosed in note 17.

Provision in respect of stock

The company makes a number of estimates that are subjective in nature, in respect of provisions for inventory whose carrying value may not be realised. The company uses a variety of sources to determine provision rates against specific stock categories, including historical sales patterns, post year end performance and age. Any change in these factors would impact the provision for stock and would result in a change in the carrying value. The stock provision has been disclosed in note 16.

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3. Accounting estimates and judgements continued

Impairment of non-financial assets, goodwill and other intangible assets

The Group tests at least annually whether other non-financial assets, goodwill and other intangible assets have suffered any impairment in accordance with its accounting policies. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based on expected future cash flows and uses an interest rate to discount them (value in use). Estimating uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate which can have a material impact on the respective valuations used for the impairment test. As at 31 December 2025, the Group did not identify any impairment indicators of goodwill or other intangible assets.

Useful life of other intangible assets – customer relationships

The Group estimates the useful life of other intangible assets – customer relationships, using certain financial and non-financial information and historical trends. The useful life of customer relationships is 20 years. Further information on customer relationships is disclosed in note 13.

4. Revenue

The following is an analysis of the Group’s revenue for the year from continuing operations:

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Sale of goods	44,229	41,653
Servicing income	26,709	16,413
	70,938	58,066

Analysis of revenue by country of destination:

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
United Kingdom	67,825	56,017
Rest of Europe	2,073	1,138
Rest of the World	1,040	911
	70,938	58,066

Of the revenue generated in the period £44.2m relates to revenue recognised at a point in time and £26.7m relates to revenue recognised over time (2024: £41.7m / £16.4m).

Total amount included in contract assets relating to revenue recognised but not invoiced was £1,142,000 (2024: £418,000).

Total amount included in contract liabilities relating to revenue invoiced but deferred was £1,481,000 (2024: £1,355,000).

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NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

5. Segmental reporting

Segmental information for the reporting year is as follows:

For the year ended 31 December 2025
	Embedded engineering £'000	B2B manufacturing £'000	Other £'000	Total £'000
Revenue	37,181	33,757	—	70,938
Cost of sales	(22,493)	(22,525)	71	(44,947)
Gross profit	14,688	11,232	71	25,991
Depreciation and amortisation	(1,178)	(1,111)	(31)	(2,320)
Other expenses	(7,345)	(7,069)	(3,165)	(17,579)
Operating profit	6,165	3,052	(3,125)	6,092
Interest	(1,211)	(1,414)	639	(1,986)
Profit before tax	4,954	1,638	(2,486)	4,106
Taxation	(1,119)	(543)	522	(1,140)
Profit	3,835	1,095	(1,964)	2,966
Segmental assets	29,702	17,356	20,751	67,809
Segmental liabilities	(27,391)	(22,588)	5,843	(44,136)
For the year ended 31 December 2024
---	---	---	---	---
	Embedded engineering £'000	B2B manufacturing £'000	Other £'000	Total £'000
Revenue	25,699	32,367	—	58,066
Cost of sales	(14,507)	(22,396)	—	(36,903)
Gross profit	11,192	9,971	—	21,163
Depreciation and amortisation	(973)	(979)	(9)	(1,961)
Other expenses	(5,786)	(6,591)	(2,956)	(15,333)
Operating profit	4,433	2,401	(2,965)	3,869
Interest	(1,132)	(1,448)	386	(2,194)
Profit before tax	3,301	953	(2,579)	1,675
Taxation	(851)	(330)	545	(636)
Profit	2,450	623	(2,034)	1,039
Segmental assets	23,137	23,643	12,344	59,124
Segmental liabilities	(21,697)	(22,992)	5,978	(38,711)

Other items relate to the Group's head office costs. Other assets and liabilities include borrowings, intangible assets and goodwill raising on acquisitions, deferred tax and parent company assets.

During 2025, 11% of the Group's revenues depended on a single customer in the embedded engineering segment. No one single customer accounted for more than 3% of revenue in 2024.

6. Other operating income

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Other operating income	5	72
	5	72

Other operating income relates to items such as insurance claim receipts in the year.

68 Amcomri Group plc 2025 Annual Report and Accounts

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7. Employee costs

The average number of people employed by the Group (including directors) during the year was as follows:

| | Year ended
31 December
2025
Number | Year ended
31 December
2024
Number |
| --- | --- | --- |
| Directors | 18 | 10 |
| Administration and sales | 131 | 121 |
| Production | 273 | 234 |
| | 422 | 365 |

The aggregate remuneration costs of these employees are presented below:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Wages and salaries | 18,808 | 12,926 |
| Social security costs | 2,415 | 1,328 |
| Pension costs | 783 | 506 |
| | 22,006 | 14,760 |

The remuneration costs of the Group's directors were:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Directors' emoluments | 1,381 | 1,289 |
| Directors' pensions | 40 | 44 |
| | 1,421 | 1,333 |

Remuneration of the highest paid director was £512,000 including pension of £13,000 (2024: £539,614, pension £17,740).

Key management compensation

Key management personnel are considered to be the directors, being those persons having authority and responsibility for planning, directing and controlling the activities of the Group, both directly and indirectly. The total remuneration of key management and the directors of the Group combined was £3,819,616 (2024: £2,543,896).

8. Finance income

Finance income comprises of:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Interest receivable | 96 | 14 |
| | 96 | 14 |

9. Finance cost

Finance cost comprises of:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Bank charges and interest | 27 | 10 |
| Interest on bank loans | 1,596 | 1,697 |
| Interest on related party loans | 23 | 173 |
| Lease interest | 436 | 328 |
| | 2,082 | 2,208 |

Amcomri Group plc 2025 Annual Report and Accounts 69

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

10. Operating profit

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Revenue | 70,938 | 58,066 |
| Changes in inventories of finished goods and work in progress | 83 | (2,037) |
| Raw materials and consumables used | 35,161 | 29,877 |
| Depreciation and amortisation | 2,320 | 1,961 |
| Employee benefits expenses | 22,006 | 14,760 |
| Distribution costs | 324 | 566 |
| Exceptional expenses | 378 | 1,574 |
| Other operating income | (5) | (72) |
| Other operating expense | 4,579 | 7,568 |
| | 64,846 | 54,197 |
| Total operating profit | 6,092 | 3,869 |

Other operating expenses comprise of other administrative expenses such as rent & rates, utilities, insurance and other related administration expenses.

Operating exceptional items comprise:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Exceptional items | | |
| Restructuring and acquisition-related costs | 167 | — |
| Redundancy costs | 312 | — |
| (Gain)/loss on disposal of assets | (101) | — |
| Group IPO professional fees | — | 1,574 |
| | 378 | 1,574 |

In 2024, the Group incurred transaction and other IPO related costs of £1,815,000 as a result of the admission of the Group's issued and to be issued ordinary shares to trading on AIM. £1,574,000 was included within operating profit, and £241,000 was offset against share premium in accordance with IAS 32 - financial instruments.

Auditors' remuneration for audit services during the year was:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Auditors' remuneration | | |
| Audit services in respect of the parent company | 82 | 85 |
| Audit services in respect of subsidiaries of the parent | 225 | 206 |
| Audit services in respect of interim review of financial information under ISRE 2410 | 25 | — |
| Audit services in respect of parent balance sheet requirement for re-registration as PLC | — | 16 |
| | 332 | 307 |

70 Amcomri Group plc 2025 Annual Report and Accounts

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Financial statements

11. Alternative performance measures

Group's adjusted EBITDA is calculated after the following add backs:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Operating profit	6,092	3,869
Add back:
Depreciation and amortisation	2,320	1,961
Exceptional items	378	1,574
Other non-trading administrative expenses (included within administrative expenses)	360	859
Gain on bargain purchase	–	(592)
Adjusted EBITDA	9,150	7,671

12. Corporation tax

Amounts recognised in profit and loss

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Corporation tax
Current tax on profits for the year	1,252	688
Adjustment in respect of prior periods	(371)	(37)
Total current tax charge	881	651
Deferred tax
Origination and reversal of temporary differences	(55)	(15)
Adjustment in respect of prior periods	314	–
Total deferred tax (credit)/charge	259	(15)
Taxation charge on continuing operations	1,140	636

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Profit before corporation tax	4,106	1,675
Tax at the UK tax rate 25% (2024: 25%)	1,027	419
Effects of:
Fixed asset differences	79	87
Expenses not deductible for tax purposes	42	282
Other permanent differences	1,453	2,440
Chargeable gains	48	–
Non-taxable income	(3)	(155)
Exempt ABGH distributions	(1,362)	(2,465)
Timing differences	(83)	(169)
Group relief surrendered	–	219
Adjustments in respect of prior periods	(57)	(37)
Movements in deferred tax not recognised	(4)	15
Total tax expense	1,140	636

Factors that may affect future tax charges

Deferred tax has been calculated at the rate at which the balances are expected to be settled, based on tax rates that have been substantively enacted at the balance sheet date (see note 21).

Amcomri Group plc 2025 Annual Report and Accounts

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

13. Intangible assets

| | Goodwill
£'000 | Customer relationships
£'000 | Computer software
£'000 | Total
£'000 |
| --- | --- | --- | --- | --- |
| Cost | | | | |
| As at 31 December 2024 | 10,545 | 7,465 | 204 | 18,214 |
| Additions | 6,453 | — | 130 | 6,583 |
| As at 31 December 2025 | 16,998 | 7,465 | 334 | 24,797 |
| Amortisation | | | | |
| As at 31 December 2024 | — | (837) | (48) | (885) |
| Charge for the year | — | (373) | (58) | (431) |
| As at 31 December 2025 | — | (1,210) | (106) | (1,316) |
| Net book value | | | | |
| At 31 December 2025 | 16,998 | 6,255 | 228 | 23,481 |
| | Goodwill
£'000 | Customer relationships
£'000 | Computer software
£'000 | Total
£'000 |
| Cost | | | | |
| As at 31 December 2023 | 10,536 | 7,465 | 137 | 18,138 |
| Additions | 69 | — | 67 | 136 |
| Disposals | (60) | — | — | (60) |
| As at 31 December 2024 | 10,545 | 7,465 | 204 | 18,214 |
| Amortisation | | | | |
| As at 31 December 2023 | — | (463) | (16) | (479) |
| Charge for the year | — | (374) | (32) | (406) |
| As at 31 December 2024 | — | (837) | (48) | (885) |
| Net book value | | | | |
| At 31 December 2024 | 10,545 | 6,628 | 156 | 17,329 |
| At 31 December 2023 | 10,536 | 7,002 | 121 | 17,659 |

The useful life of these assets has been disclosed in note 2.13.

As described in note 2, the Group recognises goodwill and intangible assets arising on its acquisitions during the year. The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of businesses and the acquisition of other intangible assets arising from the acquisition as part of business combinations which is expected to generate future economic benefits, are based to a considerable extent on management's judgement.

The useful life used to amortise intangible assets relates to the expected future performance of the assets acquired and management's estimate of the period over which economic benefit will be derived from the asset. The estimated useful life principally reflects management's view of the average economic life of each asset and is assessed by reference to historical data and future expectations.

The fair values of customer relationships acquired through business combinations are based on the Multi-Period Excess Earnings Method ("MEEM") which is within the income approach. The MEEM estimated value is based on expected future earnings attributable to the agreements which have been discounted to a net present value using discount rates of between 7.3% and 10.8%, based on the Group's weighted average cost of capital ("WACC"). This is after returns are paid/charged to complementary assets which are used in conjunction with the valued asset to generate the earnings associated with it. The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each segment.

72 Amcomri Group plc 2025 Annual Report and Accounts

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13. Intangible assets continued

The goodwill rate of return is the return that causes the business enterprise value rate of return to equal the WACC. The implied rate of return on goodwill is based on the selected rates of return for each asset and the WACC is generally higher than any other asset as goodwill is the riskiest asset and should require the highest rate of return.

Management undertakes an annual test for impairment of indefinite lived assets and, for finite lived assets, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group prepares and approves a detailed annual budget and long-term strategic plan for its operations, which are used as part of the impairment review. The value in use is calculated on the basis of projected cashflows for five years together with the terminal value at the end of the five years, which is computed by reference to projected year six cashflows and discounted. There was no requirement for any impairment provision at 31 December 2025 (2024: £nil). The key assumptions in determining the value in use are:

Revenue and margins: These are derived from the detailed 2026 budgets which are built up with reference to markets and product categories.

Discount rate: Cashflows are discounted using WACC of 10.3% per annum (2024: 9.3%), calculated by reference to year-end data on equity values and interest, dividend and tax rates.

Long-term growth rates: 3% long-term growth rate takes into account UK industry growth expectations.

Management has considered the requirement under IAS 36.134(f) to disclose sensitivities where a reasonably possible change in key assumptions could cause the carrying amount to exceed the recoverable amount. Given the level of headroom across all CGUs, management concluded that no reasonably possible change in discount rate, growth rate or margin assumptions would eliminate headroom or result in an impairment. As such, sensitivity disclosures are not required.

14. Property, plant and equipment

Details of the Group's property, plant and equipment and their carrying amounts are as follows:

	Freehold property £'000	Plant and machinery £'000	Motor vehicles £'000	Fixtures and fittings £'000	Total £'000
Cost
As at 31 December 2024	3,564	6,010	648	1,724	11,946
Additions	13	1,659	72	225	1,969
Acquisitions	—	78	123	119	320
Disposals	—	(332)	(123)	(222)	(677)
Reclassification (note 15)	—	(2,523)	(466)	—	(2,989)
As at 31 December 2025	3,577	4,892	254	1,846	10,569
Depreciation
As at 31 December 2024	(573)	(2,923)	(283)	(1,028)	(4,807)
Charge for the year	(68)	(404)	(84)	(226)	(782)
Disposals	—	327	100	209	636
Reclassification (note 15)	—	189	265	—	454
As at 31 December 2025	(641)	(2,811)	(2)	(1,045)	(4,499)
Net book value
At 31 December 2025	2,936	2,081	252	801	6,070

Amcomri Group plc 2025 Annual Report and Accounts
73

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

14. Property, plant and equipment continued

	Freehold property £'000	Plant and machinery £'000	Motor vehicles £'000	Fixtures and fittings £'000	Total £'000
Cost
As at 31 December 2023	3,507	3,668	648	1,472	9,295
Additions	7	942	121	292	1,362
Acquisitions	50	1,773	—	50	1,873
Disposals	—	(373)	(121)	(90)	(584)
As at 31 December 2024	3,564	6,010	648	1,724	11,946
Depreciation
As at 31 December 2023	(438)	(2,851)	(225)	(927)	(4,441)
Charge for the year	(135)	(433)	(121)	(186)	(875)
Disposals	—	361	63	85	509
As at 31 December 2024	(573)	(2,923)	(283)	(1,028)	(4,807)
Net book value
At 31 December 2024	2,991	3,087	365	696	7,139
At 31 December 2023	3,069	817	423	545	4,854

The useful life of the tangible assets has been disclosed in note 2.14. During the year, £2,535,000 was reclassified to right-of-use assets.

15. Right-of-use assets

	Property £'000	Motor vehicles £'000	IT equipment £'000	Total £'000
Cost
As at 31 December 2024	5,548	152	344	6,044
Additions	660	269	—	929
Additions on acquisition	785	75	4	864
Disposals	—	—	(39)	(39)
Reclassification (note 14)	—	466	2,523	2,989
As at 31 December 2025	6,993	962	2,832	10,787
Depreciation
As at 31 December 2024	(1,528)	(17)	(264)	(1,809)
Disposals	—	—	39	39
Charge for the year	(749)	(156)	(203)	(1,108)
Reclassification (note 14)	—	(265)	(189)	(454)
As at 31 December 2025	(2,277)	(438)	(617)	(3,332)
Net book value
At 31 December 2025	4,716	524	2,215	7,455

74 Amcomri Group plc 2025 Annual Report and Accounts

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Right-of-use assets continued

	Property £'000	Motor vehicles £'000	IT equipment £'000	Total £'000
Cost
As at 31 December 2023	4,078	647	343	5,068
Additions	1,716	129	1	1,846
Additions on acquisition	94	11	—	105
Disposals	(340)	(635)	—	(975)
As at 31 December 2024	5,548	152	344	6,044
Depreciation
As at 31 December 2023	(1,178)	(344)	(195)	(1,717)
Additions on acquisition	(112)	(15)	—	(127)
Disposals	340	375	—	715
Charge for the year	(578)	(33)	(69)	(680)
As at 31 December 2024	(1,528)	(17)	(264)	(1,809)
Net book value
At 31 December 2024	4,020	135	80	4,235
At 31 December 2023	2,900	303	148	3,351

During the year, £2,535,000 was reclassified from property, plant and equipment and motor vehicles.

Lease liabilities are presented in the consolidated statement of financial position as follows:

	31 December 2025 £'000	31 December 2024 £'000
Current (<1 year)	1,536	1,267
Non-current (1-2 years)	1,479	1,118
Non-current (2-5 years)	2,907	2,335
Non-current (over 5 years)	1,379	1,369
	7,301	6,089

The following amounts have been recognised in the profit and loss for which the Group is a lessee:

	31 December 2025 £'000	31 December 2024 £'000
Depreciation expense	1,108	680
Lease liability interest expense	436	328
	1,544	1,008

Amounts recognised in the statement of cashflows:

	31 December 2025 £'000	31 December 2024 £'000
Amounts recognised as cash outflows for lease obligations	629	778
	629	778

Amcomri Group plc 2025 Annual Report and Accounts 75

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

16. Inventories

Inventories consist of the following at year end:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Raw materials | 2,801 | 2,738 |
| Work-in-progress | 1,398 | 908 |
| Finished goods | 2,660 | 3,130 |
| | 6,859 | 6,776 |

Inventories have been stated after a provision of £398,631 (2024: £589,770). The replacement value of inventory does not materially differ to the total balances by category.

17. Trade and other receivables

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Trade receivables | 11,949 | 9,072 |
| Prepayments | 1,269 | 1,410 |
| Other receivables | 2,148 | 1,086 |
| | 15,366 | 11,568 |

All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value. The maximum exposure to customer credit risk at the reporting date is the currency value of trade receivables noted above. While the majority of trade and other receivables are denominated in British pounds, a small proportion is denominated in euros following the acquisition of a subsidiary whose functional currency is EUR. The euro-denominated balances are not material in the context of the Group's total receivables.

Total provision for bad debts included within trade receivables is £nil (2024: £1,829).

Other receivables include £526,645 (2024: £544,500) of tax receivable which is deemed to have a low credit risk.

Other receivables include £1,142,000 (2024: £418,000) of contract assets relating to revenue recognised but not invoiced.

Age of trade receivables

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Neither past due nor impaired | | |
| <30 days | 6,372 | 4,102 |
| 30 - 60 days | 3,931 | 3,421 |
| 61 - 90 days | 1,442 | 1,359 |
| 91 -120 days | 81 | 192 |
| 120 days + | 123 | (2) |
| | 11,949 | 9,072 |

No expected credit losses have been recognised relating to customers for whom there is no recent history of default and for which there are no other indications that they will not be able to meet their obligations.

76 Amcomri Group plc 2025 Annual Report and Accounts

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17. Trade and other receivables continued

Other receivables includes £1,142,000 of contract assets (2024: £418,000). The following table shows the movement in contract assets:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Neither past due nor impaired
Contract assets at the beginning of the year	418	308
Revenue recognised in prior year that was invoiced in the current year	(418)	(308)
Amounts recognised in revenue in the current year that will be invoiced in future year	1,142	418
Balance at the end of the year before ECL	1,142	418
ECL provision against contract assets	–	–
Balance at the end of the year as reported above	1,142	418

18. Cash and cash equivalents

Cash and cash equivalents consist of the following:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Cash and cash equivalents	8,578	12,077
- British Pounds	7,193	11,564
- Euro	1,372	487
- US Dollar	13	26
	8,578	12,077

Cash at bank earns interest at a floating rate based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the requirements of the group. All amounts held at the bank are considered liquid as they are not restricted.

Currency risk is discussed in note 25.

19. Trade and other payables

Trade and other payables consist of the following:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Current
Trade payables	5,653	4,900
Accruals	1,982	2,427
Deferred income	1,481	1,355
Other taxes and social securities	2,913	2,027
Contingent consideration	3,042	2,299
Government grants	26	50
Other payables	541	436
	15,638	13,494

All amounts are short-term. The carrying value of trade payables and short-term bank overdrafts is considered to be a reasonable approximation of fair value. While the majority of trade and other payables are denominated in British pounds, a small proportion is denominated in euros following the acquisition of a subsidiary with a EUR functional currency. The euro-denominated balances are not material in the context of the Group's total payables.

Amcomri Group plc 2025 Annual Report and Accounts
77

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

19. Trade and other payables continued

Deferred income consists of the following:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Deferred service income | 214 | 246 |
| Contract liabilities | 1,208 | 1,011 |
| Arrangement fee income | 59 | 98 |
| | 1,481 | 1,355 |

Contract liabilities and deferred service income represents customer payments received in advance of performances that are expected to be recognised as revenue in 2026.

The amounts recognised as deferred service income and contract liabilities for 2024 were recognised in revenue during 2025.

Arrangement fee income is deferred over the life of the loan typically a term of 3 years.

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Non-current | | |
| Contingent consideration | 1,567 | 1,629 |
| | 1,567 | 1,629 |

Deferred consideration can form a part of the acquisition price paid to sellers when the Group acquires a new company. It is obliged to pay a certain amount at a specified date after the date of acquisition.

20. Borrowings

Borrowings include the following financial liabilities:

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Current | | |
| Loans and borrowings | 2,170 | 1,776 |
| Invoice discounting | 2,694 | 2,911 |
| | 4,864 | 4,687 |
| Non-current | | |
| Loans and borrowings | 8,656 | 7,374 |
| Invoice discounting | 1,726 | 2,142 |
| | 10,382 | 9,516 |

Loans and borrowings are secured by fixed and floating charges over the assets of the company and are repayable within 10 years. Interest accrues on loans and borrowings at rates between 2.69% and 6.5% above the base rate of the Bank of England.

Invoice discounting includes balances drawn down on the company invoice discounting facility, which are secured by floating and fixed charges over the Group's assets. These incur interest at rates between 2.5% and 3% above the base rate of the Bank of England.

78 Amcomri Group plc 2025 Annual Report and Accounts

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20. Borrowings continued

The changes in the Group's liabilities arising from financing activities can be classified as follows:

	Loans and borrowings £'000	Invoice discounting £'000	Lease liabilities £'000	Total £'000
Balance at 1 January 2024	11,690	2,911	3,798	18,399
Cash flows
Repayment	(2,540)	(389)	(778)	(3,707)
Proceeds	—	2,531	—	2,531
Interest paid	(1,120)	(578)	(328)	(2,026)
Non-cash
Non-cash changes in lease liabilities	—	—	3,069	3,069
Interest expense	1,120	578	328	2,026
Balance at 31 December 2024	9,150	5,053	6,089	20,292
Balance at 1 January 2025	9,150	5,053	6,089	20,292
Cash flows
Repayment	(798)	(908)	(629)	(2,335)
Proceeds	2,474	275	—	2,749
Interest paid	(999)	(597)	(437)	(2,033)
Non-cash
Non-cash changes in lease liabilities	—	—	1,841	1,841
Interest expense	999	597	437	2,033
Balance at 31 December 2025	10,826	4,420	7,301	22,547

The fair value of the Group's borrowings as presented above approximate to their carrying value.

21. Provisions

	Deferred tax liabilities £'000	Other provisions £'000	Total £'000
At 31 December 2024	1,929	75	2,004
Additional in the year	403	—	403
Utilised in the year	—	(75)	(75)
At 31 December 2025	2,332	—	2,332

Deferred tax liability of £0.77m (2024: £0.27m) arises from short-term timing differences, and £1.56m (2024: £1.66m) relates to temporary differences on intangible assets.

Amcomri Group plc 2025 Annual Report and Accounts 79

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

22. Business combinations

The details of the business combinations in 2025 are as follows:

Name	Date of acquisition	Proportion of voting equity interests acquired	Consideration transferred £'000
EMC Elite Engineering Services Ltd	31/03/2025	100	3,300
Randor Technologies Limited	31/07/2025	100	1,780
Gridcore Electrical Services Limited	27/08/2025	100	25
			5,105
	EMC Elite
Engineering
Services Ltd
£'000	Randor
Technologies
Limited
£'000	Gridcore
Electrical
Services
Limited
£'000
Fair value of consideration transferred
Amount settled in cash	3,300	1,780	25
Fair value of contingent consideration	1,671	1,263	–
Total	4,971	3,043	25
Assets acquired and liabilities recognised at the date
of acquisition
Non-current assets	1,035	174	–
Current assets	2,007	291	26
Non-current liabilities	(90)	–	–
Current liabilities	(1,529)	(268)	(12)
	1,423	197	14
Goodwill arising on acquisitions
Consideration transferred	4,971	3,043	25
Fair value of identifiable net assets acquired	(1,423)	(197)	(14)
	3,548	2,846	11
Consideration transferred settled in cash	3,300	1,780	25
Cash and cash equivalents acquired	870	68	–
Net cash outflows on acquisition	2,430	1,712	25
Contribution to Group results post-acquisition
Post-acquisition revenue	10,735	802	–
Post-acquisition profit	1,203	249	–
Contribution to Group results if acquisition occurred at
commencement of financial year
Revenue	12,004	1,853	22
Profit (loss)	1,025	(2,137)	14

Gridcore Electrical Services Limited has claimed exemption from audit under section 477 of the Companies Act 2006. The subsidiary is included in the Group financial statements based on unaudited financial information, which the Directors consider to be reliable for the purposes of consolidation.

The details of the business combinations in 2024 were as follows:

Name	Date of acquisition	Proportion of voting equity interests acquired	Consideration transferred £'000
Drurys Engineering Limited	26/02/2024	100	700
Claro Precision Engineering Limited	26/02/2024	100	550
			1,250

80 Amcomri Group plc 2025 Annual Report and Accounts

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Financial statements

Business combinations continued

	Drurys Engineering Limited £'000	Claro Precision Engineering Limited £'000	Total £'000
Fair value of consideration transferred
Amount settled in cash	700	550	1,250
Total	700	550	1,250
Assets acquired and liabilities recognised at the date of acquisition
Non-current assets	1,254	619	1,873
Current assets	1,410	1,586	2,996
Non-current liabilities	(1,456)	(1,488)	(2,944)
Current liabilities	(50)	(33)	(83)
	1,158	684	1,842
Other income arising on acquisitions
Consideration transferred	700	550	1,250
Fair value of identifiable net assets acquired	(1,158)	(684)	(1,842)
	(458)	(134)	(592)
Consideration transferred settled in cash	700	550	1,250
Cash and cash equivalents acquired	–	–	–
Net cash outflows on acquisition	700	550	1,250
Contribution to Group results post-acquisition
Post-acquisition revenue	3,916	4,469	8,385
Post-acquisition loss	(259)	(28)	(287)

If both acquirees had been acquired at the commencement of the financial year, their contribution to the Group's results would not have differed, as both businesses commenced trading only from the acquisition date.

Share capital

	Year ended 31 December 2025	Year ended 31 December 2024
Share capital 71,978,912 shares at £0.01	719,790	718,386
	719,790	718,386

Movement in share capital is shown below:

	Year ended 31 December 2025	Year ended 31 December 2024
Shares issued and fully paid:
Beginning of the year	718,386	261
Shares issued on reorganisation	–	499,943
Shares issued on listing	–	218,182
Shares issued on the exercise of warrants	1,404	–
	719,790	718,386

All share capital is presented to the nearest full pound.

All ordinary shares rank pari-passu in all respects including voting rights, and the right to receive dividends and distributions, if any, declared or made or paid in respect of ordinary shares.

In 2024, proceeds received in addition to the nominal value of the shares issued during the year were included in share premium less registration and other regulatory fees and net of related tax benefits. Costs of new shares charged to equity amounted to £241,000.

Amcomri Group plc 2025 Annual Report and Accounts
81

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

24. Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company Amcomri Group plc as the numerator i.e. no adjustments to profit were necessary in 2025 or 2024.

The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows:

	Year ended 31 December 2025 '000	Year ended 31 December 2024 '000
Weighted average number of shares used in basic earnings per share	71,696	29,934
Weighted average number of dilutive shares	1,366	31
Weighted average number of shares used in diluted earnings per share	73,062	29,965
	Year ended 31 December 2025 pence	Year ended 31 December 2024 Restated pence
Adjusted earnings per share	5.42	9.35
Adjusted diluted earnings per share	5.32	9.34

Adjusted earnings per share have been calculated by adding back the impact of exceptional items, share based payments and amortisation of customer relationships net of their impact on the tax charge.

Adjusted earnings per share for 2024 have been restated to add back share based payments and amortisation of customer relationships.

25. Financial instruments and risk management

The Group's capital management objectives are:

to ensure the Group's ability to continue as a going concern, and
to provide an adequate return to shareholders by pricing products and services in a way that reflects the level of risk involved in providing those goods and services.

The Group is exposed to various risks in relation to financial instruments including credit risk, liquidity risk and currency risk. The Group's risk management is coordinated by its managing directors. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

The net carrying value of trade receivables is considered a reasonable approximation of fair value. The maximum exposure to customer credit risk at the reporting date is the currency value of trade receivables noted above. All trade and other receivables are in British pounds (see note 17).

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Trade receivables	11,949	9,072
Cash and cash equivalents	8,578	12,077
	20,527	21,149

While the majority of trade and other receivables are denominated in British pounds, a small proportion is denominated in euros following the acquisition of a subsidiary whose functional currency is EUR. The euro-denominated balances are not material in the context of the Group's total receivables.

82 Amcomri Group plc 2025 Annual Report and Accounts

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Financial statements

25. Financial instruments and risk management continued

Currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group seeks to transact the majority of its business in its reporting currency (GBP). However, some customers and suppliers are outside the UK and a proportion of these transact with the company in EUR and USD. For this reason, the Group operates current bank accounts in EUR and USD. To the maximum extent possible, receipts and payments in a particular currency are made through the bank account in that currency to reduce the amount of funds translated to or from the reporting currency.

Cash flow projections are used to plan for those occasions when funds will need to be translated into different currencies so that exchange rate risk is minimised. If the exchange rate between sterling and the euro had been 10% higher/lower at the reporting date, the effect on profit would have been approximately £157,275/(£157,275) respectively (2024: £62,071/(£66,071)). The exposure relating to USD is not determined to be material based on the volume of activity and the value of cash held.

During the year, the Group acquired Randor Technologies Limited whose functional currency is the euro. As a result, certain trade receivables and trade payables are now denominated in EUR. At 31 December 2025, EUR-denominated trade receivables and trade payables were not material in the context of the Group's total receivables and payables; however, they form part of the Group's exposure to foreign currency risk, which continues to be managed in line with the Group's existing treasury practices.

Liquidity risk

The Group's financial instruments are classified as follows:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Assets measured at amortised cost
Trade receivables	11,949	9,072
Prepayments and other receivables	3,417	2,496
Cash and cash equivalents	8,578	12,077
	23,944	23,645
	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Liabilities measured at amortised cost
Trade payables	5,653	4,900
Accruals and other payables	7,132	6,791
Leasehold liability	7,301	6,089
Other provisions	—	75
	20,086	17,855

The Group's financial liabilities measured at the contractual undiscounted cash flows matures as follows:

	Loans and borrowings £'000	Invoice discounting £'000	Lease liabilities £'000	Trade and other payables £'000	Total £'000
Balance at 31 December 2025
Less than one year	2,258	2,781	1,878	11,218	18,135
Between one and two years	2,413	1,900	1,791	1,567	7,671
Between two and five years	4,782	—	3,261	—	8,043
Over five years	4,258	—	1,541	—	5,799
	13,711	4,681	8,471	12,785	39,648

Amcomri Group plc 2025 Annual Report and Accounts 83

NOTES TO THE GROUP FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

25. Financial instruments and risk management continued

Liquidity risk continued

	Loans and borrowings £'000	Invoice discounting £'000	Lease liabilities £'000	Trade and other payables £'000	Total £'000
Balance at 31 December 2024
Less than one year	1,776	2,911	1,267	10,061	16,015
Between one and two years	1,942	2,142	1,118	1,629	6,831
Between two and five years	3,862	—	2,335	—	6,197
Over five years	1,570	—	1,369	—	2,939
	9,150	5,053	6,089	11,690	31,982

Interest rate risk

The Group is exposed to interest rate risk arising from its borrowings. Changes in market interest rates impact the Group's future interest costs and therefore its profit or loss. This risk is monitored regularly, and the Group does not currently use interest-rate derivatives to hedge this exposure. The Group's lease liabilities are not subject to cash-flow interest rate risk because their interest charges do not vary with market interest rates.

The below sensitivity analysis is based on borrowings outstanding at year-end and assumes all other variables remain constant:

A 100-basis point increase in market interest rates would have increased the Group's annual interest expense by approximately £152,460 (2024: £142,030), resulting in a corresponding decrease in profit before tax of the same amount.
A 100 basis point decrease in market interest rates would have reduced the Group's annual interest expense by approximately £152,460 (2024: £142,030), resulting in a corresponding increase in profit before tax of the same amount.

26. Result attributable to the parent company

As permitted by Section 408 of the Companies Act 2006, the Parent Company's statement of profit and loss has not been included in these financial statements. The profit dealt with in the financial statements of the Parent Company was £1,366,757 (2024: loss of £1,562,532).

27. Related party transactions

In 2024, the Company had a funding facility with Oranmore Limited, whose majority shareholder is also a shareholder of the Group. As at 31 December 2024, the Company had repaid the full balance of the facility. There is no outstanding balance as at 31 December 2025.

As at 31 December 2025 the Group owed £0.7m (2024: £0.7m) to Fawley Industrial Limited, whose majority shareholder is also a shareholder of the Group.

During the year, the Group was provided services by the following entity whose majority shareholder is also a shareholder of the Group:

Amcomri Management Services Limited – Payments received of £57,934 (2024: £22,211).

There is no outstanding balance as at 31 December 2025 (2024: £nil).

28. Events after the reporting period

84 Amcomri Group plc 2025 Annual Report and Accounts

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COMPANY STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

Company number 14390325

	Note	31 December 2025 £'000	31 December 2024 £'000
Non-current assets
Investments	30	23,292	15,207
Intangible assets	31	28	35
Property, plant and equipment	32	16	23
Right-of-use assets	33	647	—
Deferred tax assets	34	51	—
		24,034	15,265
Current assets
Trade and other receivables	35	10,172	7,949
Cash and cash equivalents	36	2,161	7,884
		12,333	15,833
Total assets		36,367	31,098
Equity
Share capital	38	720	718
Share premium		16,849	16,773
Retained earnings		1,862	499
Other reserves		9,902	9,682
Total equity		29,333	27,672
Non-current liabilities
Lease liabilities	33	620	—
Trade and other payables	37	1,567	—
		2,187	—
Current liabilities
Lease liabilities	33	45	—
Trade and other payables	37	4,802	3,426
		4,847	3,426
Total liabilities		7,034	3,426
Net equity and liabilities		36,367	31,098

The profit for the company for the period ended 31 December 2025 was £1,366,757 (2024: loss of £1,562,532).

The financial statements were approved and authorised for issue by the board of directors on 13th April 2026 and were signed on its behalf by:

[Handwritten signature: "E. H. M. M."]

Hugh Whitcomb
Director

Amcomri Group plc 2025 Annual Report and Accounts 85

86 Amcomri Group plc 2025 Annual Report and Accounts

COMPANY STATEMENT OF CHANGES IN EQUITY

As at 31 December 2025

Registered number: 14390325

| | Share capital
£'000 | Share premium
£'000 | Retained earnings
£'000 | Other reserves
£'000 | Total
£'000 |
| --- | --- | --- | --- | --- | --- |
| As at 1 January 2024 | — | 6,622 | 2,058 | 9,682 | 18,362 |
| Loss for the year | — | — | (1,563) | — | (1,563) |
| Issue of shares in the year | 718 | 10,151 | — | — | 10,869 |
| Share based payment | — | — | — | 4 | 4 |
| As at 31 December 2024 | 718 | 16,773 | 495 | 9,686 | 27,672 |
| As at 1 January 2025 | 718 | 16,773 | 495 | 9,686 | 27,672 |
| Profit for the year | — | — | 1,367 | — | 1,367 |
| Issue of shares in the year | 2 | 76 | — | — | 78 |
| Share based payment | — | — | — | 216 | 216 |
| As at 31 December 2025 | 720 | 16,849 | 1,862 | 9,902 | 29,333 |

Strategic report
Governance report
Financial statements

NOTES TO THE COMPANY FINANCIAL STATEMENTS

For the year ended 31 December 2025

29. Basis of preparation and material accounting policy information

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101"). There have been no material departures from the Standards. The functional and presentation currency of these financial statements is GBP. In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the United Kingdom ("UK-adopted IAS"), but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

The Company is the ultimate parent company of the Amcomri Group which includes the Company in its consolidated financial statements. In these financial statements, the company has applied the exemptions available under FRS 101 in respect of the following disclosures:

cash flow statement and related notes;
comparative period reconciliations for tangible fixed assets and intangible assets;
disclosures in respect of transactions with wholly owned subsidiaries;
disclosures in respect of capital management;
the effects of new but not yet effective IFRSs;
disclosures in respect of the compensation of Key Management Personnel; and
certain disclosures regarding revenue.

As the consolidated financial statements of the Amcomri Group include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:

certain disclosures required by IAS 36 Impairment of assets in respect of the impairment of goodwill and indefinite life intangible assets;
certain disclosures required by IFRS 3 Business Combinations in respect of business combinations undertaken by the Company; and
certain disclosures required by IFRS 13 Fair Value Measurement, and the disclosures required by IFRS 7 Financial Instrument Disclosures.

As permitted by section 408 of the Companies Act 2006, no separate profit and loss account is presented in respect of the Company. The Company recorded a profit for the year of £1,366,757 (2024: loss of £1,562,532).

The material accounting policies of the Company are consistent with Group as outlined on pages 58 to 65 except for the following:

Investments in subsidiaries

Investments in subsidiary undertakings are stated at cost less provision for impairment in the Company's statement of financial position. Loans to subsidiary undertakings are initially recorded at fair value in the Company statement of financial position and subsequently at amortised cost using an effective interest rate methodology.

At each reporting period, investments in subsidiary undertakings are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Other reserves

Other reserves include a merger reserve which was created as a result of historic Group reorganisations.

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NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

30. Investments

| | Year ended
31 December
2025
£ | Year ended
31 December
2024
£ |
| --- | --- | --- |
| Premier Limpet Limited | 5,791,577 | 5,791,577 |
| Bex Design and Print Ltd | 4,145,601 | 4,145,601 |
| IVS Swansea Limited | 1,019,189 | 1,019,189 |
| Blundell Production Holdings Limited | 1,850,249 | 1,850,249 |
| Dunville Limited | 1 | 1 |
| Amcomri 14 Limited | 1 | 1 |
| Spiral Weld Limited | 400,000 | 400,000 |
| Kestrel Valve & Engineering Services Limited | 2,000,000 | 2,000,000 |
| WJPS Holdings Limited | 1 | 1 |
| Drurys Engineering Limited | 1 | 1 |
| Claro Precision Engineering Limited | 1 | 1 |
| EMC Elite Engineering Services Ltd | 5,004,928 | — |
| Randor Technologies Limited | 3,055,592 | — |
| Gridcore Electrical Services Limited | 25,000 | — |
| | 23,292,141 | 15,206,621 |

All investments are presented rounded to the nearest full pound.

Movement in the company's direct investments are shown below:

| | Year ended
31 December
2025
£ | Year ended
31 December
2024
£ |
| --- | --- | --- |
| Opening investment | 15,206,621 | 15,206,619 |
| Acquisitions during the period | 8,085,520 | 2 |
| Investment at period end | 23,292,141 | 15,206,621 |

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Investments continued

Name of subsidiary	Address of reg. office	Nature of business	Ownership of issued shares
Premier Limpet Limited	Bond House, Hardwicke Road, Great Gransden, Sandy, SG19 3BJ, England	Manufacture of other articles of paper and paperboard	100%
Bex Design and Print Ltd	Stanier Road, Portemarsh Industrial Estate, Calne, Wiltshire, SN11 9PX, England	Manufacture of electronic components	100%
IVS Swansea Limited	16/18 Beak Street, London, W1F 9RD, England	Holding company	100%
Blundell Production Holdings Limited	16/18 Beak Street, London, W1F 9RD, England	Holding company	90%
Dunville Limited	16/18 Beak Street, London, W1F 9RD, England	Holding company	100%
Amcomri 14 Limited	16/18 Beak Street, London, W1F 9RD, England	Holding company	100%
Spiral Weld Limited	Unit 5 Imperial Park, Empress Road, Southampton, SO14 0JW, England	Repair of machinery	100%
Kestrel Valve & Engineering Services Limited	16/18 Beak Street, London, W1F 9RD, England	Manufacture of valves	100%
WJPS Holdings Limited	16/18 Beak Street, London, W1F 9RD, England	Holding company	100%
Blundell Production Equipment Limited**	Unit C-D Quinn Close, Seven Stars Industrial Estate, Coventry, CV3 4LH, England	Sales and servicing of electronic machinery and equipment	100%
South Wales Industrial Valves Services Limited**	Swansea West Business Park Queensway, Fforestfach, Swansea, SA5 4DH, Wales	Repair of other equipment	100%
T P Matrix Limited**	T P House Prince Of Wales Industrial Units, Vulcan Street, Oldham, OL1 4ER, England	Manufacture of electronic components	100%
J.A. Harrison & Company (Manchester) Limited**	Britain Works Greengate Industrial Estate, Greenside Way, Middleton, Manchester, M24 1SW, England	Manufacture of other rubber products	100%
Etrac Limited**	Unit 6 Corium House, Douglas Drive, Catteshal Drive, Godalming, GU7 1JX, England	Repair and maintenance of other transport equipment	100%
W J Project Services Limited**	The Priory, Priory Road, Wolston, Coventry, CV8 3FX, England	Technical testing and analysis	100%
Drurys Engineering Limited	Wilbury Way Industrial Estate, 21 Knowl Piece, Hitchin, Hertfordshire, SG4 0TY, England	Precision engineering	100%
Claro Precision Engineering Limited	Units 4 & 5 Manse Lane Industrial Estate, Knaresborough, North Yorkshire, HG5 8LF, England	Precision engineering	100%
EMC Elite Engineering Services Ltd*	16/18 Beak Street, London, W1F 9RD, England	Mechanical and electrical engineering	100%
Randor Technologies Limited*	Unit 138A, Slaney Close Dublin Industrial Estate Glasnevin Dublin 11, Glasnevin, Dublin, D11rp1h, Ireland	Specialist industrial electronic repair and reverse engineering service	100%
Gridcore Electrical Services Limited*	16/18 Beak Street, London, W1F 9RD, England	Electrical installation	100%

Entities were acquired by the Group during the year
** Entities are an indirect investment

Amcomri Group plc 2025 Annual Report and Accounts
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NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

31. Intangible assets

| | Software
£'000 | Total
£'000 |
| --- | --- | --- |
| Cost | | |
| As at 31 December 2024 | 35 | 35 |
| As at 31 December 2025 | 35 | 35 |
| Amortisation | | |
| As at 31 December 2024 | – | – |
| Charge for the year | (7) | (7) |
| As at 31 December 2025 | (7) | (7) |
| Net book value | | |
| At 31 December 2024 | 35 | 35 |
| At 31 December 2025 | 28 | 28 |

32. Property, plant and equipment

| | Fixtures and fittings
£'000 | Total
£'000 |
| --- | --- | --- |
| Cost | | |
| As at 31 December 2024 | 48 | 48 |
| Additions | 18 | 18 |
| Disposals | (44) | (44) |
| As at 31 December 2025 | 22 | 22 |
| Depreciation | | |
| As at 31 December 2024 | (25) | (25) |
| Charge for the year | (11) | (11) |
| Disposals | 30 | 30 |
| As at 31 December 2025 | (6) | (6) |
| Net book value | | |
| At 31 December 2024 | 23 | 23 |
| At 31 December 2025 | 16 | 16 |

33. Right-of-use assets

| | Property
£'000 | Total
£'000 |
| --- | --- | --- |
| Cost | | |
| As at 31 December 2024 | – | – |
| Additions | 660 | 660 |
| As at 31 December 2025 | 660 | 660 |
| Depreciation | | |
| As at 31 December 2024 | – | – |
| Charge for the year | (13) | (13) |
| As at 31 December 2025 | (13) | (13) |
| Net book value | | |
| At 31 December 2024 | – | – |
| At 31 December 2025 | 647 | 647 |

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33. Right-of-use assets continued

Lease liabilities are presented in the consolidated statement of financial position as follows:

| | 31 December 2025
£'000 | 31 December 2024
£'000 |
| --- | --- | --- |
| Current (<1 year) | 45 | — |
| Non-current (1-2 years) | 138 | — |
| Non-current (2-5 years) | 482 | — |
| Non-current (over 5 years) | — | — |
| | 665 | — |

The following amounts have been recognised in the profit and loss for which the Company is a lessee:

| | 31 December 2025
£'000 | 31 December 2024
£'000 |
| --- | --- | --- |
| Depreciation expense | 13 | — |
| Lease liability interest expense | 5 | — |
| | 18 | — |

34. Deferred tax assets

| | Deferred tax assets
£'000 | Total
£'000 |
| --- | --- | --- |
| At 31 December 2024 | — | — |
| Additional in the year | 51 | 51 |
| At 31 December 2025 | 51 | 51 |

The deferred tax asset arises from short-term timing differences in relation to the share based payment.

35. Trade and other receivables

| | Year ended 31 December 2025
£'000 | Year ended 31 December 2024
£'000 |
| --- | --- | --- |
| Prepayments | 167 | 184 |
| Other receivables | 529 | 629 |
| Amounts due from group | 9,476 | 7,136 |
| | 10,172 | 7,949 |

All amounts noted above are due within one year. Other receivables include £526,645 (2024: £544,500) of tax receivable. In 2024, other receivables also included £84,500 of VAT receivable.

Amounts due from Group undertakings are unsecured, interest free and repayable on demand.

36. Cash and cash equivalents

| | Year ended 31 December 2025
£'000 | Year ended 31 December 2024
£'000 |
| --- | --- | --- |
| Cash and cash equivalents | 2,161 | 7,884 |
| | 2,161 | 7,884 |

All cash and cash equivalents are held in British Pounds Sterling.

Amcomri Group plc 2025 Annual Report and Accounts

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

For the year ended 31 December 2025

37. Trade and other payables

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Current | | |
| Trade payables | 168 | 571 |
| Accruals and deferred income | 771 | 1,175 |
| Other taxes and social securities | 129 | 52 |
| Contingent consideration | 1,414 | 278 |
| Amounts due to group undertakings | 2,320 | 1,350 |
| | 4,802 | 3,426 |

Included in accruals and deferred income is £38,903 of deferred income (2024: £65,069). There are no contract liabilities in the current year.

Amounts due to Group undertakings are unsecured, interest free and repayable on demand.

| | Year ended
31 December
2025
£'000 | Year ended
31 December
2024
£'000 |
| --- | --- | --- |
| Non-current | | |
| Contingent consideration | 1,567 | — |
| | 1,567 | — |

38. Share capital

| | Year ended
31 December
2025 | Year ended
31 December
2024 |
| --- | --- | --- |
| Shares issued and fully paid: | | |
| Beginning of the year | 718,386 | 261 |
| Shares issued on reorganisation | — | 499,943 |
| Shares issued on listing | — | 218,182 |
| Shares issued on the exercise of warrants | 1,404 | — |
| | 719,790 | 718,386 |

All ordinary shares rank pari-passu in all respects including voting rights, and the right to receive dividends and distributions, if any, declared, made or paid in respect of ordinary shares.

39. Dividends

No dividends have been paid out to shareholders during the period (2024: £nil).

40. Events after reporting period

In March 2026, Amcomri’s wholly owned subsidiary, Gridcore Electrical Services Limited, entered into a conditional agreement to acquire the business and assets of Enerveo Limited’s National Compliance and Testing division for £1, with completion expected in May 2026.

41. Related party transactions

In 2024, the Company had a funding facility with Oranmore Limited, whose majority shareholder is also a shareholder of the Group. As at 31 December 2024 the Company had repaid the full balance of the facility. There is no outstanding balance as at 31 December 2025.

During the year the Company was provided services by the following entities whose majority shareholder is also a shareholder of the Company:

Amcomri Management Services Limited – Payments received of £57,934 (2024: £22,211).

There is no outstanding balance as at 31 December 2025 (2024: £nil).

92 Amcomri Group plc 2025 Annual Report and Accounts

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Amcomri Group PLC — Annual Report 2025

9374_rns_2026-05-11_2e2e5fef-0925-4030-9f2e-faf6bea46a66.pdf

AMCOME

#97

2025

HIGHLIGHTS

Financial highlights

CONTENTS

Strategic report

Governance report

Financial statements

Our Group background

Acquisitions timeline

Our businesses

Industrial Valve Services

Core Services

End Markets / Customers Supported

Kestrel Valve Services

Core Services

End Markets / Customers Supported

Spiral Weld

Core Services

End Markets / Customers Supported

TP Matrix

Core Services

End Markets / Customers Supported

eTrac

Core Services

End Markets / Customers Supported

Electronic Services

Core Services

End Markets / Customers Supported

Blundell Production Equipment

Core Services

End Markets / Customers Supported

Premier Limpet

Core Services

End Markets / Customers Supported

Bex Design and Print

Core Services

End Markets / Customers Supported

JA Harrison

Core Services

End Markets / Customers Supported

Drurys Engineering

Core Services

End Markets / Customers Supported

Claro Precision Engineering

Core Services

End Markets / Customers Supported

CHAIR'S STATEMENT

CHIEF EXECUTIVE OFFICER'S REPORT

Markets and Operational Performance

CHIEF EXECUTIVE OFFICER'S REPORT continued

Acquisitions

People Development

Strategic Direction

Compliance

Outlook

Overview

Financial Performance

Segmental Performance

Exceptional Items

Cash Flow and Capital Allocation

Balance Sheet and Financial Position

Taxation

Operational and Strategic Progress

Dividends

Risk Management and Going Concern

Governance and ESG Reporting

Outlook

Summary

'Buy, Improve, Build'

STRATEGY

Core strategy

Divisional Strategies

Embedded Engineering

B2B Manufacturing

SECTION 172 STATEMENT

Amcomri Group PLC Annual Report 2025