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NEXUS INFRASTRUCTURE PLC Earnings Release 2025
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Earnings Release
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National Storage Mechanism | Additional information 
RNS Number : 4432U
Nexus Infrastructure PLC
26 February 2026
26 February 2026
Nexus Infrastructure plc
("Nexus" or the "Group")
Full year results for the year ended 30 September 2025
Double digit revenue growth amid continued housing sector headwinds
Nexus Infrastructure plc (AIM:NEXS), a leading provider of essential infrastructure solutions, announces its final audited results for the year ended 30 September 2025 (FY25). The annual report and accounts, which will include the audited financial statements, will be published and made available to shareholders in due course.
Charles Sweeney, Chief Executive of Nexus, commented: " At the end of FY23, we laid out a strategy which would stabilise operations, set a new path for Nexus, re-introduce growth and return the Group to profitability. Over the last two years, although we have experienced challenging markets, we have made good progress on several fronts.
FY25 has delivered growth, together with a further improvement in gross margins and a reduction in central costs. Operational performance has been boosted, positively impacting both existing activities and the winning of new project awards. The order book at year end is up 62%.
The acquisition of Coleman has marked an important strategic step, broadening the Group into higher-margin sectors and reinforcing our long-term growth potential.
While there is still much more to do, we are well on the way to achieving our goals and look forward to the many opportunities ahead."
Financial Highlights
| · | Group revenue increased by 16% to £65.9m (FY24: £56.7m), in line with management consensus |
| · | An improvement in gross margin to 15.6% (FY24: 13.5%) |
| · | A 21% reduction in central costs (net of income from operating leases and excluding costs associated with the acquisition of Coleman) |
| · | Order book grew significantly by 61.6% to £83.4m (FY24: £51.6m) |
| · | Group operating loss before exceptional items reduced to £1.1m (FY24: £1.9m) |
| · | Strong balance sheet with cash and cash equivalents (representing cash at bank and deposits with a maturity over three months) of £10.9m (FY24: £12.8m) |
| · | Net assets remain robust at £27.3m (FY24: £30.0m) |
| · | A final dividend of 2.0 pence per share is being recommended by the Board, delivering the total annual dividend to 3.0 pence. If approved, the dividend will be paid on 24 April 2026 to shareholders whose names appear on the register at the close of business on 27 March 2026 and the ex-dividend date is 26 March 2026. |
Operational Highlights
| · | Tamdown awarded £88.8m of new work (FY25 £55.5m) from a broadly flat market |
| · | Coleman successfully integrated into the enlarged Group and enters the Asset Management Period 8 ("AMP8") from a position of strength, with activity levels expected to increase progressively through FY26. |
Outlook
| · | Tamdown started the year with solid foundation of £83.4m order book and has secured £18m of contracts post period end. It continues to be positioned to benefit from an anticipated upturn in the housebuilding sector. |
| · | Coleman expects to see increased levels of activity in the water sector as the AMP8 investment programme gets underway, with the programme running through to 2030. |
| · | The year is progressing in line with management expectations, seasonally weighted to the second half. The strong order book and improving market sentiment provide positive indications for the future. |
For more information, please contact:
| Nexus Infrastructure plc | via Alma |
| Charles Sweeney, Chief Executive Officer | [email protected] |
| Dawn Hillman, Chief Financial Officer | |
| Zeus (Nominated Adviser and Sole Broker) | Tel: 020 3829 5000 |
| Antonio Bossi, James Hornigold (Investment Banking) | |
| Dominic King (Corporate Broking) | |
| Alma Strategic Communications | Tel: 0203 405 0205 |
| Justine James | [email protected] |
| Hannah Campbell | |
| Will Merison |
Notes to Editors
Nexus is a leading provider of civil engineering infrastructure solutions through its two subsidiaries: Tamdown Group Limited ("Tamdown") and Coleman Construction & Utilities Limited ("Coleman").
Tamdown provides a range of civil engineering and infrastructure solutions to the UK housebuilding sector, with operations focused on the South-East of England and London. Celebrating its 50th year in 2026, it has an established market-leading position.
Coleman delivers civil engineering and building projects in the water, rail, highways and rivers & marine sectors. Since its foundation in 2000, the business has grown based on a reputation for quality of service and customer satisfaction.
Chair's statement
FY25 has been a year of progress for Nexus Infrastructure. Against a backdrop of difficult market conditions, the Group has made meaningful progress to continue to deliver sustained growth. With clear strategic direction, operational focus and disciplined financial management, Nexus continues to evolve as a more resilient and diversified infrastructure solutions business.
Performance and strategic progress
The Group delivered an improvement in financial performance with revenue growth of 16% to £65.9m. This performance reflects the underlying strength of our operations, our long-standing customer relationships, and our ability to adapt to changing market conditions.
Tamdown continues to demonstrate its reputation as a trusted partner to the UK's leading housebuilders, delivering complex infrastructure solutions across multiple sites. Its order book increased by 62% to £83.4m, in spite of difficult market conditions, reflecting the results of Tamdown's focus on customer service and quality of delivery.
The acquisition of Coleman in October 2024 was a key achievement during the financial year and is already delivering in line with expectations. The integration has been seamless, broadening our presence in the water and rail sectors; markets that are less cyclical and more central to the UK's long-term infrastructure investment plans. As the AMP8 investment programme gets underway, we are very well placed to benefit from the significant opportunities this will bring from FY26 onwards.
Throughout the year, the Group maintained a robust balance sheet, with £10.9m cash and cash equivalents at the period end, even after the Coleman acquisition.
Positioned for a changing market
The signs of recovery in the housing sector are supported by Government initiatives and improving sentiment. Whilst this has not delivered at the pace the market anticipated, we are seeing progress. Tamdown's scale, reputation and proven delivery record position it well to capture the opportunities that will emerge as activity increases.
Beyond housing, our diversification strategy continues to gain traction. Coleman's deep expertise in water and rail infrastructure gives Nexus exposure to sectors that will underpin the UK's response to climate change, population growth, and the need to modernise ageing networks. These markets are expected to grow substantially in the years ahead, driven by increased capital investment and the UK's sustainability agenda.
Board and people
The Board has reviewed succession planning during the year for both the Executive and Non-Executive Directors and produced a timeline and working document around these areas based on the skills and knowledge of the current Board and requirements for the delivery of the strategy. This will continue into FY26.
In January 2026, the Board appointed Dr Christian Wurst as a Non-Executive Director. Christian is a shareholder of Nexus and brings experience of operations, finance and commercial sectors to the Board.
The integration of Coleman into the Group has been successful with support provided by Systems, People and Finance to help with planning for the growth of the business. There have been savings and efficiencies from the integration of the finance system and the opening up of new suppliers to Coleman.
Our success continues to be built on the talent, dedication and professionalism of our people. Across the Group, we are committed to providing an environment where employees can develop and thrive.
In July, Tamdown was awarded its 16th consecutive RoSPA Gold Award, which remains a source of great pride for the team, reflecting our unwavering focus on health, safety and wellbeing. Across both Tamdown and Coleman, our teams continue to embody the values that define Nexus while upholding integrity, reliability and excellence in delivery.
Sustainability and responsibility
Sustainability remains at the heart of our purpose, Building Bright Futures. We continue to work alongside our customers and partners to deliver infrastructure solutions that support communities and protect the environment.
Outlook
The foundations for future growth are now firmly in place. With a strengthened order book, increased diversification and clear strategic priorities, Nexus enters FY26 with confidence. The recovery in the housing sector, together with the forthcoming AMP8 investment cycle, provides a strong platform for sustained performance improvement and long-term value creation.
On behalf of the Board, I would like to thank our employees, customers, suppliers and shareholders for their continued support.
Richard Kilner
Non-Executive Chairman
CEO Statement
At the end of FY23, we laid out a clear strategy to stabilise operations, set a new path for Nexus, re-introduce growth and return the Group to profitability. Over the last two years, although we have experienced challenging markets, we have made good progress in several areas. Whilst there is more to be done, we are firmly on track to achieving our goals and look forward to the many opportunities ahead.
This year Nexus delivered:
| • | A 16% increase in revenue |
| • | A further improvement in gross margin to 15.6% (FY24: 13.5%) |
| • | A 21% reduction in central costs (net of income from operating leases and excluding costs associated with the acquisition of Coleman) |
| • | A significant reduction in operational loss (pre-exceptionals) to £(1.1)m |
| • | A 62% boost to the order book to £83.4m (FY24: £51.6m) |
| • | Overdue debt reduced by 39.6% |
| • | The acquisition of Coleman - diversifying the Group's activities (into higher-margin sectors) |
| • | A cash position of £10.9m - remaining strong in turbulent times |
The housebuilding sector saw a modest increase in activity during H1, but this tailed off in the latter part of the year. Tamdown's growth and improved results were therefore particularly pleasing as they were achieved in spite of a lacklustre market. As a result of a continuing focus on operational discipline and the management of costs, Tamdown's gross margins strengthened again to 14.0% (FY24: 13.5%, FY23: 5.8%). New awards for the business totalled £88.8m - significantly up on previous years (FY24: £55.5m, FY23: £32.3m) - and this has provided an excellent boost to the order book. Tamdown is well placed to take full advantage of the long-anticipated recovery in the housebuilding sector.
At the start of FY25, we completed the acquisition of Coleman Construction & Utilities Limited ("Coleman") for an initial cash consideration of £3.26m on a cash and debt-free basis (total aggregate consideration, including deferred contingent consideration, of up to £5.4m over two years). Expanding the Group's market through diversification into higher-margin sectors has been a key pillar of Nexus' strategy and the acquisition of Coleman is now providing growth opportunities in addition to those in residential housebuilding. Since joining the Group, the business has performed very well in the water sector with the completion of the final AMP7 projects and the preparation for the next AMP8 programme. Average gross margins were 31%.
Strategy
Nexus has three strategic objectives which have formed the core of our turnaround strategy for the Group over the last two years:
| • | Growing with our customers |
| • | Expanding our market |
| • | Focus on financial delivery |
Growing with our customers
A passion for customer satisfaction through the delivery of high-quality services and the attention to every detail, has enabled the Tamdown business to build a strong brand and a loyal customer base amongst the UK's largest housebuilders such as Bloor Homes, Bellway, Dandara, Vistry and Taylor Wimpey. Tamdown's activities are predominantly on large multi-phase developments which often last between five and ten years.
Although the housebuilding sector has been in a trough for the last two years, the focus on customer satisfaction has resulted in increasing levels of new contract awards:
| FY25 | £88.8m |
| FY24 | £55.5m |
| FY23 | £32.3m |
As a result of this, the order book has grown considerably and provides encouragement for the future.
Expanding our market
In order to reduce the impact of market cyclicality but also to seek opportunities in higher-margin sectors with long-term investment profiles, Nexus' second strategic objective is to diversify into other sectors alongside existing activities in the housebuilding sector.
In FY25, we completed the acquisition of Coleman - a business with activities in many sectors, but particularly in the water and rail sectors.
Coleman has settled in well to the Group, delivering gross margins of 31%.
As the AMP8 work in the water sector gets underway, we expect Coleman's revenues to ramp up and become a greater part of the Group's overall income.
Focus on financial delivery
The third strategic objective is to improve financial performance by driving operational improvements whilst maintaining a tight control of costs. The measures introduced in Tamdown have continued to generate an impact and the leadership team are enthusiastic about further possibilities following the anticipated future recovery of the housebuilding sector. At this stage, we note the progress achieved and the improving gross margins in Tamdown over the last three years:
| FY25 | 14.0% |
| FY24 | 13.5% |
| FY23 | 5.8% |
Overheads are another area for constant attention, whether or not they are related to internal costs or charges from external suppliers. Nexus' central costs have reduced over the period:
| FY25 | £1.5m1 |
| FY24 | £1.9m |
| FY23 | £2.4m |
1 Net of income from operating leases and excluding costs associated with the acquisition of Coleman.
Nexus provides a resource of support services which are shared by the businesses and cover Finance, Insurance, IT Services, People (HR), Payroll, Facilities and Communications/Marketing. Budgets are set at the start of every year and costs are closely managed thereafter.
Operational update: Tamdown
Tamdown's activities are in the residential housebuilding sector. Its civil engineering expertise is deployed in the delivery of large, complex multi-phase housing projects - to prepare and form the land and then to install all the necessary fundamental infrastructure required for the development. This includes all major earthworks, roads and drainage - before then installing the foundations for each of the plots. Tamdown benefits from a strong brand and a loyal customer base, including many of the UK's largest housebuilders. In 2026, Tamdown will celebrate its 50th year of operations.
The health and safety of the workforce and of all those visiting the sites and offices is always given the highest priority. The business maintains an ongoing commitment to continuous improvement, whether through enhancements to procedures, equipment, training methods or ways of communicating, there is no room for complacency.
As noted above, Tamdown benefited from its continued focus on customer service, securing new work in FY25 to the value of £88.8m (FY24: £55.5m) from a broadly flat market. This performance contributed to the revenue growth which increased to £60.0m (FY24: £56.7m). The order book has increased more significantly to £83.4m (FY24: £51.6m) providing increased confidence in visibility of future revenues.
The business continued to make good progress in driving operational efficiencies, resulting in further increases in the gross margin to 14.0% (FY24: 13.5%). After accounting for overheads, Tamdown returned a small operating profit of £0.2m (FY24: £(0.4)m).
Operational update: Coleman
Coleman joined the Group at the end of October 2024. During FY25, its main projects were in the water and rail sectors. In water, activities were focussed on the completion of the final remaining schemes under the AMP7 framework. Planning for AMP8 is now well underway. During the year, Coleman initiated a change programme 'Building Sustainable Growth' to prepare for the growth in activities anticipated in 2026.
The rail sector contributed approximately 12% of revenues and was primarily involved in the provision of safety-critical services in the delivery of rail engineering and maintenance projects. CP7 is Network Rail's five-year infrastructure plan running from April 2024 to March 2029 and is valued at approximately £45bn.
Coleman performed very well during FY25, with average gross margins of 31% and an operating profit of £0.2m (4%).
Markets overview
During FY25, the housebuilding sector once again experienced difficult market conditions. However, the sector continues to offer significant upside potential for the long term as recent housebuilding sector volumes have fallen well short of those needed to meet the nation's needs. In July 2024, the Government confirmed its commitment to ensure that the sector would deliver 1.5m new homes over the following five years. The annual target was subsequently increased from 300,000 homes per annum to 370,000 homes per annum. It's evident that there is a large gap between current sector outputs and the target set by Government.
Figures released in November 2025 indicate that only 208,600 net additional dwellings were completed in England in the year to 31 March 2025. The Government has introduced a number of initiatives to improve volumes, including changes to the planning system. The Planning and Infrastructure Act received Royal Assent in December 2025.
'Demand-side' drivers are expected to strengthen. Mortgage rates are forecasted to decline over the coming 12 months - boosting the affordability of new homes. Tier 1 housebuilders are cautiously optimistic about modest growth in the near term, increasing thereafter. Views and opinions vary on when the upturn will accelerate.
The Office for Budget Responsibility's ("OBR") November 2025 UK forecast predicts that conditions will remain subdued before a sharp increase to 305,000 annually by 2029. The Government has challenged the OBR's forecast and the assumptions used and has re‑confirmed its commitment to the targets set.
Substantial investment is planned in other areas of national infrastructure, particularly in the water sector, where Ofwat's PR24 final determination outlined £104bn of expenditure for AMP8 (2025-2030), a 70% increase on the previous AMP7 period. Further investment will be required for many years to come with a horizon through to 2050 at least. Drivers are principally related to climate change and the need to protect against both droughts and floods. However, other factors, including population growth, environmental protection, ageing infrastructure and technology demands, must also be taken into consideration. Investment in the water sector is not classed as 'discretionary spend'.
Outlook
With the housebuilding sector expecting to experience an improvement in FY26, we are encouraged by the opportunities for the year ahead. Reflecting the focus on customer service, Tamdown's order book has grown to £83.4m and this provides a solid platform for the future.
Coleman has continued to develop its experience in the water sector and is now widely recognised for its experience and technical expertise. Activities across AMP8 are expected to significantly increase during the second half of 2026 and to ramp up thereafter.
The year is progressing in line with management expectations, seasonally weighted to the second half. The strong order book and improving market sentiment provide positive indications for the future.
Charles Sweeney
Chief Executive Officer
CFO REVIEW
I am pleased to report that FY25 delivered further improvement in our financial performance with the acquisition of Coleman resulting in an increase in the Group's gross profit margin, which alongside continued focus on central costs contributed to a 71% improvement in the loss. The acquisition of Coleman in October 2024 expands and diversifies our markets, providing new revenue streams and enhancing value for the Group.
Our continued strong positive cash position and balance sheet means the Board is recommending a final dividend payment of 2.0p per share, in line with the last two years.
Revenue £65.9m +16%
| FY25 | £65.9m |
| FY24 | £56.7m |
| FY23 | £88.7m |
Revenue and revenue growth track our performance against our strategic aim to grow the Group through supporting our customers and expanding our markets.
Revenue in FY25 from the residential housebuilding sector was £60.0m and with £5.9m coming from the water sector. Housebuilding numbers remain low with the sector still operating at low levels. The transition from AMP7 to AMP8 is underway in the water sector.
Gross profit £10.3m +34%
| FY25 | £10.3m |
| FY24 | £7.7m |
| FY23 | £6.0m |
Gross profit increased by 33.8% with gross profit from housebuilding activities at £8.4m (FY24: £7.7m). The housebuilding gross margin was 14.0% (FY24: 13.5%), demonstrating stability within our cost base and controls in place within our operations.
Gross profit from the water sector was £1.9m, at a gross profit margin of 31.4%. This shows the positive impact from the diversification of the Group.
Central costs1 £1.47m 21%
| FY25 | £1.47m |
| FY24 | £1.86m |
| FY23 | £2.36m |
1. Net of income from operating leases and excluding costs associated with the acquisition of Coleman.
Continual review of central costs has meant that we were able to reduce central costs by £389k in the year despite the increase in the size of the Group.
Operating loss before tax and exceptional items £(1.1)m +71%
| FY25 | £(1.1)m |
| FY24 | £(1.9)m |
| FY23 | £(7.7)m |
The loss before tax (excluding exceptional items) was £1.1m (FY24: £1.9m). Exceptional items of £0.8m (FY24: (£0.3m)) related to the acquisition of Coleman. The improvement in the gross margin and central cost reduction contributed to the reduction in the loss during the year.
Earnings per share (26.3)p 14%
| FY25 | (26.3)p |
| FY24 | (30.6)p |
| FY23 | 239.0p |
Tracking the after-tax earnings relative to the average number of shares in issue provides a monitor on shareholder value.
The loss per share in FY25 was 26.3p (FY24: 30.6p).
For broader context, FY23 included the sale of two subsidiaries and the return of capital to shareholders.
Proposed dividend per share (p)
Total dividend per share 3.0p 0%
| FY25 | 3.0p |
| FY24 | 3.0p |
| FY23 | 3.0p |
Tracking the total dividend per share declared for each financial year provides a monitor on the return achieved for shareholders.
Balance sheet
Nexus continues to operate with a strong balance sheet, with net cash of £10.9m at the year end. The Board intends to recommend a final dividend of 2.0p per share. This will give a total dividend of 3.0p per share, in line with the last two years.
Working capital
Cash generated from operations was £4.4m (FY24: £0.5m). Trade receivables reduced to £17.7m (FY24: £20.5m) with overdue receivables reducing to £4.7m (FY24: £7.8m). Tamdown has seen the benefit of a Commercial Director focused on contract and debt management. Coleman customers work to pre-determined payment terms which it adheres to, helping with their debt and cash management.
Trade payables were £9.9m (FY24: £12.1m).
Cash £10.9m -14.5%
| FY25 | £10.9m |
| FY24 | £12.8m |
| FY23 | £14.6m |
Cash and cash equivalents in the consolidated statement of financial position represents cash at bank and deposits with a maturity over three months. Tracking the cash balance monitors the conversion of profits into cash, ensuring that cash is available for reinvestment and supporting delivery of the strategy. Our cash balance remains strong after the use of cash for the acquisition of Coleman, reflecting the improvement in working capital management in the year.
The Group does not have any debt facilities in place.
Net assets £27.3m -9.0%
| FY25 | £27.3m |
| FY24 | £30.0m |
| FY23 | £33.0m |
Tracking the Group's net assets monitors the Group's financial strength and stability. The movement in net assets reflects the loss in the year of £2.4m and payment of dividends totalling £0.3m.
Order book £83.4m +61.6%
| FY25 | £83.4m |
| FY24 | £51.6m |
| FY23 | £46.0m |
The tracking of the order book, being the amount of secured work yet to be recorded as revenue, provides visibility on expected future revenue against the strategic aim to grow the business.
The order book has increased in the year to £83.4m (FY24: £51.6m).
Acquisition
On 29 October 2024, Nexus Infrastructure plc completed the acquisition of Coleman Construction & Utilities Limited, a construction and civil engineering business with experience in water, rail, utilities and other infrastructure services, for a maximum consideration of £5.4m, including deferred contingent consideration of up to £1.3m. See note 29 Business combinations in the Financial statements section for further details.
The acquisition aligns to Nexus' strategic objective of diversifying into additional key sectors critical to the UK infrastructure.
Outlook
Despite an economy that remains flat, Government changes to planning and further reductions in interest rates will help to improve consumer confidence during 2026 to restart the housebuilding sector.
The acquisition of Coleman provides the Group with the diversification of revenue streams that are part of the strategy, with the opportunities in the water sector from AMP8 and the work being carried out in the rail sector resulting in the Group having less reliance on the housing sector.
Nexus' subsidiaries remain well placed to deliver over the coming year.
Dawn Hillman
Chief Financial Officer
Consolidated statement of comprehensive income
for the year ended 30 September 2025
| Note | 2025 | 2024 As restated |
|
| £'000 | £'000 | ||
| Revenue | 4 | 65,910 | 56,713 |
| Cost of sales | (55,655) | (49,049) | |
| Gross profit | 10,255 | 7,664 | |
| Administrative expenses | (12,838) | (10,949) | |
| Impairment gain/(loss) | 19 | 187 | (1,789) |
| Other Income | 5 | 1,316 | 1,819 |
| Operating loss before exceptional items | (1,080) | (1,946) | |
| Exceptional items | 8 | (759) | (279) |
| Operating loss | (1,839) | (2,225) | |
| Finance income | 11 | 152 | 151 |
| Finance expense | 11 | (705) | (690) |
| Loss before tax | (2,392) | (2,764) | |
| Taxation | 12 | 12 | - |
| Loss after tax | (2,380) | (2,764) | |
| (Loss) and total comprehensive (loss) for the year attributable to equity holders of the parent | (2,380) | (2,764) | |
| Losses per share | |||
| Basic (p per share) - total operations | 14 | (26.3) | (30.6) |
| Diluted (p per share) - total operations | 14 | (26.3) | (30.6) |
There are no recognised gains and losses other than those shown in the income statement above and therefore no separate statement of other comprehensive income has been presented.
Consolidated statement of financial position
for the year ended 30 September 2025
| Note | Group 2025 |
Group As restated 2024 |
Company 2025 |
Company As restated 2024 |
|
| £'000 | £'000 | £'000 | £'000 | ||
| Non-current assets | |||||
| Property, plant and equipment | 15 | 4,626 | 5,079 | 16 | 60 |
| Right of use assets | 16 | 11,229 | 10,273 | 19 | 32 |
| Goodwill | 17 | 3,575 | 2,361 | - | - |
| Other receivables | 19 | - | - | 6,272 | 6,329 |
| Investments in subsidiaries | 18 | - | - | 24,678 | 20,545 |
| Total non-current assets | 19,430 | 17,713 | 30,985 | 26,966 | |
| Current assets | |||||
| Trade and other receivables | 19 | 19,304 | 21,836 | 266 | 374 |
| Contract assets | 4 | 1,989 | 2,647 | - | - |
| Cash and cash equivalents | 24 | 10,942 | 12,801 | 4,597 | 9,383 |
| Total current assets | 32,235 | 37,284 | 4,863 | 9,757 | |
| Total assets | 51,665 | 54,997 | 35,848 | 36,723 | |
| Current liabilities | |||||
| Trade and other payables | 20 | 11,690 | 13,568 | 1,328 | 701 |
| Contract liabilities | 4 | 416 | 266 | - | - |
| Lease liabilities | 16 | 1,632 | 1,531 | 11 | 9 |
| Corporation tax liability | 205 | 12 | - | - | |
| Total current liabilities | 13,943 | 15,377 | 1,339 | 710 | |
| Non-current liabilities | |||||
| Lease liabilities | 16 | 9,881 | 9,638 | 10 | 23 |
| Other payables | 20 | 522 | - | 257 | |
| Deferred tax liabilities | 21 | - | - | - | - |
| Total non-current liabilities | 10,403 | 9,638 | 267 | 23 | |
| Total liabilities | 24,346 | 25,015 | 1,606 | 733 | |
| Net assets | 27,319 | 29,982 | 34,242 | 35,990 | |
| Equity attributable to equity | |||||
| holders of the Company | |||||
| Share capital | 22 | 181 | 181 | 181 | 181 |
| Share premium account | 9,419 | 9,419 | 9,419 | 9,419 | |
| Capital redemption reserve | 743 | 743 | 743 | 743 | |
| Retained earnings | 16,976 | 19,639 | 23,899 | 25,647 | |
| Total equity | 27,319 | 29,982 | 34,242 | 35,990 |
Retained earnings of the Company
The loss of the Company in the financial year amounted to £1,472,000 (2024: loss £1,799,000).
Consolidated statement of changes in equity
for the year ended 30 September 2025
| Note | Share capital |
Share premium account | Capital redemption reserve As restated |
Retained earnings As restated |
Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Equity as at 1 October 2023 (as restated) | 181 | 9,419 | 743 | 22,667 | 33,010 | |
| Loss for the period | - | - | - | (2,764) | (2,764) | |
| Total comprehensive (loss) for the period | - | - | - | (2,764) | (2,764) | |
| Transactions with owners | ||||||
| Dividend paid | 13 | - | - | - | (271) | (271) |
| - | - | - | (271) | (271) | ||
| Equity as at 30 September 2024 | 181 | 9,419 | 743 | 19,632 | 29,975 | |
| Loss for the period | - | - | - | (2,380) | (2,380) | |
| Total comprehensive (loss) for the period | - | - | - | (2,380) | (2,380) | |
| Transactions with owners | ||||||
| Dividend paid | 13 | - | - | - | (276) | (276) |
| - | - | - | (276) | (276) | ||
| Equity as at 30 September 2025 | 181 | 9,419 | 743 | 16,976 | 27,319 |
COMPANY statement of changes in equity
for the year ended 30 September 2025
| Note | Share capital |
Share premium account | Capital redemption reserve As restated |
Retained earnings As restated |
Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Equity as at 1 October 2023 (as restated) | 181 | 9,419 | 743 | 27,717 | 38,060 | |
| Loss for the period | - | - | - | (1,799) | (1,799) | |
| Total comprehensive (loss) for the period | - | - | - | (1,799) | (1,799) | |
| Transactions with owners | ||||||
| Dividend paid | 13 | - | - | - | (271) | (271) |
| - | - | - | (271) | (271) | ||
| Equity as at 30 September 2024 | 181 | 9,419 | 743 | 25,647 | 35,990 | |
| Loss for the period | - | - | - | (1,472) | (1,472) | |
| Total comprehensive (loss) for the period | - | - | - | (1,472) | (1,472) | |
| Transactions with owners | ||||||
| Dividend paid | 13 | - | - | - | (276) | (276) |
| - | - | - | (276) | (276) | ||
| Equity as at 30 September 2025 | 181 | 9,419 | 743 | 23,899 | 34,242 |
Consolidated and Company statement of cash flows
for the year ended 30 September 2025
| Note | Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | ||
| Cash flow from operating activities | |||||
| (Loss) before tax | (2,391) | (2,764) | (1,472) | (1,799) | |
| Adjusted by: | |||||
| Loss/(profit) on disposal of property, plant and equipment - owned | 9 | 25 | (153) | - | - |
| Finance expense | 11 | 705 | 690 | 60 | 62 |
| Finance income | 11 | (152) | (151) | (125) | (126) |
| Depreciation of property, plant and equipment - owned | 15 | 962 | 745 | 44 | 127 |
| Depreciation of property, plant and equipment - right of use | 16 | 1,693 | 1,882 | 11 | 9 |
| Impairment loss | 19 | (187) | - | - | - |
| Operating profit before working capital changes | 655 | 249 | (1,482) | (1,727) | |
| Working capital adjustments: | |||||
| Decrease/(increase) in trade and other receivables | 4,657 | 1,443 | 165 | 280 | |
| Decrease in contract assets | 1,363 | 138 | - | - | |
| Decrease in inventory | - | 44 | - | 44 | |
| (Decrease) in trade and other payables | (2,475) | (1,144) | 211 | (1,018) | |
| Increase/(decrease) in contract liabilities | 150 | (261) | - | - | |
| Cash (used in)/generated from operating activities | 4,350 | 468 | (1,106) | (2,421) | |
| Taxation paid | (192) | - | - | - | |
| Net cash generated from/(used in) operating activities | 4,158 | 468 | (1,106) | (2,421) |
Consolidated and Company statement of cash flows continued
for the year ended 30 September 2025
| Note | Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | ||
| Cash flow from investing activities | |||||
| Purchase of property, plant and equipment - owned | 15 | (538) | (801) | - | - |
| Purchase of property, plant and equipment - ROU | 16 | (192) | - | - | - |
| Proceeds from disposal of property, plant and equipment - owned | 15 | 215 | 513 | - | 227 |
| Purchase of fixed deposits with maturity over three months | (1,000) | - | (1,000) | - | |
| Loan to related party | - | - | - | (1,000) | |
| Repayment of loan from related party | - | - | - | 1,000 | |
| Payment to acquire investment | 29 | (2,921) | - | (3,469) | - |
| Interest received | 11 | 152 | 151 | 125 | 126 |
| Net cash generated from/(used in) investing activities | (4,284) | (137) | (4,344) | 353 | |
| Cash flow from financing activities | |||||
| Dividend payment | 13 | (276) | (271) | (276) | (271) |
| Interest paid | (705) | (690) | (60) | (62) | |
| Principal elements of lease repayments | (1,752) | (1,196) | - | (13) | |
| Net cash (used in)/generated from financing activities | (2,733) | (2,157) | (336) | (346) | |
| Net change in cash and cash equivalents | (2,859) | (1,825) | (5,786) | (2,414) | |
| Cash and cash equivalents at the beginning of the year | 12,801 | 14,626 | 9,383 | 11,797 | |
| Cash and cash equivalents at the end of the year | 9,942 | 12,801 | 3,597 | 9,383 | |
| Cash and cash equivalents for the purpose of statement of cash flows1 | 9,942 | 12,801 | 3,597 | 9,383 | |
| Fixed deposits with a maturity over three months | 1,000 | - | 1,000 | - | |
| Cash and cash equivalents for the purpose of the statement of financial position | 10,942 | 12,801 | 4,597 | 9,383 |
1 Cash and cash equivalents for the purposes of the consolidated and company statement of cash flows comprise cash at bank and fixed deposits with maturity of three months or less.
Notes to the financial statements
for the year ended 30 September 2025
1. Accounting policies
General information
The principal activity of Nexus Infrastructure plc (the "Company") and its subsidiaries (together the "Group") is the provision of essential infrastructure solutions to the UK housebuilding, water, rail and commercial sectors.
Those services comprise:
· civil engineering and construction contracts.
The principal trading subsidiaries are Tamdown Group Limited, Tamdown Services Limited, Tamdown Plant Hire Limited, Nexus Park Limited and Coleman Construction & Utilities Limited.
The Company is a public limited company (by shares) which is listed on the Alternative Investment Market ("AIM") of the London Stock Exchange and is incorporated and registered in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. The address of the registered office is Nexus Park, Avenue East, Skyline 120, Great Notley, Braintree, Essex CM77 7AL.
The registered number of the Company is 05635505.
Basis of preparation
The consolidated and Company financial statements are for the year ended 30 September 2025. The consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The consolidated and Company financial statements have been prepared under the historical cost convention and are presented in sterling, rounded to the nearest thousand except where indicated otherwise.
The accounting policies have been applied consistently, other than where new policies have been adopted. Details of material accounting policies are listed below.
The preparation of financial statements in conformity with UK-adopted International Accounting Standards requires management to make estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
For a summary of critical accounting estimates and judgements please see note 2 to the financial statements.
The financial statements for the year ended 30 September 2025 for Nexus Park Limited, Tamdown Plant Hire Limited and Tamdown Services Limited have been exempted from audit under Section 479A of the Companies Act 2006 by way of parental guarantee from Nexus Infrastructure plc.
Company results
The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act and has not presented its own statement of comprehensive income. The Group loss for the year includes a loss for the Company of £1,472,000 (2024: loss £1,799,000).
Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is ex-posed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
The consolidated financial statements present the results of the Company and its subsidiaries as if they form a single entity. Inter-company transactions and balances are therefore eliminated in full. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Going concern
In determining the appropriate basis of preparation of these financial statements, the Directors are required to consider whether the Group can continue in operational existence. Budgets for the two-year period to September 2027 have been prepared and approved by the Board; they reflect a cautious view on the trading outlook based on the current market. When producing the budgets, the Group considered the Government's plans to increase housebuilding, overall improvements in the housebuilding sector, the timing of the release of works under AMP8 and the impact these have on revenues. The Group also considered the gross margin improvement in Tamdown and the gross margin position of Coleman.
These budgets were then subject to a range of sensitivities including a severe but plausible scenario together with mitigating actions. Changes to the principal assumptions included:
· a reduction in work secured of approximately 20%;
· a reduction in revenue delivered from order book of approximately 10%; and
· a reduction in gross profit of approximately 2% for contracts in the pipeline.
Based on the results of the analysis undertaken, the Directors have a reasonable expectation that the Group has adequate resources to meet its liabilities as they arise for at least 12 months from the approval of these financial statements, and consequently, the Directors have adopted the going concern basis of accounting in the preparation of these financial statements.
New and amended standards adopted by the Group
The Group has considered amended standards which apply to the financial period and consider that there have been no new standards, interpretations or amendments to accounting standards which the Group needed to consider applying for their annual report period commencing 1 October 2024. The amendments the Group considered are:
· Classification of liabilities as current or non-current (amendments to IAS 1);
· Amendments to IFRS 16 on lease liability in a sale and leaseback;
· Amendments to IAS 7 and IFRS 7 regarding supplier finance arrangements; and
· Non-current liabilities with covenants (amendments to IAS 1).
Standards, interpretations and amendments in issue but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for 30 September 2025 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the Group in the current or future reporting periods.
The accounting standards and interpretations which the Group are considering are:
· IFRS 18: Presentation and Disclosure in Financial Statements;
· Amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments; and
· Subsidiaries without Public Accountability: Disclosures (IFRS 19).
Revenue recognition
Revenue represents the fair value of consideration received or receivable for goods and services provided to external customers, net of trade dis-counts and excluding value added tax and similar sales-based taxes.
The services provided by the Group are:
· Tamdown: Civil engineering and construction contracts relating to housebuilding; and
· Coleman: Construction contracts relating to water and rail infrastructure sectors.
In line with IFRS 15, the Group recognises revenue based on the application of the standard's principle-based 'five-step' model to the Group's contracts with customers.
Civil engineering and construction contracts relating to housebuilding
The input approach is used to measure revenue on contracts on civil engineering and construction contracts relating to housebuilding. The basis for measuring revenue is directly related to the performance obligations satisfied over time. The performance obligation is measured over time by capturing the costs to date each month and adding the current final forecast margin to this to arrive at the required recognised revenue.
The costs to date each month are an accurate representation of the stage of completion on each contract.
Revenue is recognised over the period of the contract by reference to the stage of completion. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract. Monthly applications for payment are submitted to the customer based on the valuation of the work done to date which are typically paid within 45 days.
Construction contracts relating to water sectors
The output approach is used to measure revenue on contracts on construction contracts relating to water sectors. The basis for measuring revenue is directly related to the performance obligations satisfied over time. Each month Coleman will receive an external valuation representing the stage of completion for each contract which is used to measure the performance obligation and to arrive at the required recognised revenue. These external valuations are used to raise an invoice to the customer which are typically paid within 45 days.
Applicable to housebuilding and water sectors
The performance obligations and transaction price are determined within contracts between the customer and the Company. Each contract has one performance obligation, the provision of specific construction activities. Contract modifications, where there are changes to the scope or design of the original contracts, are added to existing contracts as there is no change to the performance obligation. There are no variable consideration elements attached to any of the contracts.
The revenue is recognised over time as the Company's performance of its obligations creates or enhances an asset that the customer controls.
Contract costs are recognised as expenses when incurred. When it is probable that total costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
Contract assets (as discussed in IFRS 15.107) are recognised when the Group recognises revenue before the customer pays consideration or before payment is due. This asset is assessed for impairment in accordance with IFRS 9.
Contract liabilities (as discussed in IFRS 15.106) are recognised if a customer pays consideration before the entity transfers a good or service.
Construction contracts relating to rail sectors
The performance obligation is recognised at a point in time. A completion report for day works is received and the performance obligation is deemed satisfied. Revenue is recognised accordingly and the invoice is submitted to the customer.
Segmental reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses, including revenue and expenses that relate to transactions with other Group companies. All operating segments' operating results are regularly reviewed by the Executive Board, who are identified as the Chief Operating Decision Maker to make decisions about resources to be allocated to the segment and to assess its performance.
Retirement benefits: defined contribution schemes
Obligations for contributions to the defined contribution scheme are charged to the consolidated statement of comprehensive income in the year to which they relate.
Exceptional items
Material items that are unusual or infrequent in nature are presented in the consolidated statement of comprehensive income as exceptional items.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs less accumulated depreciation and accumulated impairment losses.
Depreciation is provided on all items of property, plant and equipment so as to write off their carrying value over the expected useful life. Land and buildings in construction are not depreciated. Other assets are depreciated at the following rates:
· Plant and machinery 25% reducing balance
· Motor vehicles 25% reducing balance
· Fixtures and fittings 3-10 years straight-line
· Leasehold improvements over the life of the lease
Depreciation charge commences when the assets are available for use.
The assets' residual values, useful life and depreciation methods are reviewed annually, and adjusted if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss.
Right of use assets
Right of use assets are measured at cost less accumulated depreciation and accumulated impairment losses. Right of use assets are recognised with a corresponding liability at the date at which the leased asset is available for use. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated statement of comprehensive income over the lease period. The right of use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
· fixed payments (including in-substance fixed payments), less any lease incentives receivable;
· variable lease payments that are based on an index or a rate;
· amounts expected to be payable by the lessee under residual value guarantees;
· the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
· payments and penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the rate implicit in the lease. If that rate cannot be determined, the Group's incremental borrowing rate is used, being the rate the Group would have to pay to borrow the funds necessary to obtain an asset of similar value.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight‑line basis as an expense in the consolidated statement of comprehensive income.
If an item is purchased at the end of the lease period, it will be shown as an addition transferred from right of use assets.
Finance income and expenses
Finance income includes interest receivable on bank deposits.
Finance expenses includes interest on hire purchase agreements and leases for right of use assets.
Intangible assets - goodwill
Goodwill is the excess of the costs of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. It is capitalised as an intangible asset and allocated to cash generating units (with separately identifiable cash flows) and tested for goodwill impairment on an annual basis, or more regularly where there are indicators of impairment. This requires an estimation of the value-in-use of the cash generating units to which the assets have been allocated. The value-in-use calculation requires the Directors to estimate the future cash flows expected to be generated by the cash generating units, and a suitable discount rate and long-term growth rate to apply in order to calculate present value. During the period, these estimates resulted in no impairment charge (2024: £nil) relating to goodwill. Refer to note 17 for the details of impairment review and the sensitivities applied.
Intangible assets - impairment
Intangible assets with indefinite lives are subject to impairment tests annually at the financial year end. The carrying values of non-financial assets with finite lives are reviewed for impairment when there is an indication that assets might be impaired. When the carrying value of an asset exceeds its recoverable amount, the asset is written down accordingly.
When it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash generating unit (i.e. the smallest group of assets in which the asset belongs for which there are separately identifiable cash flows).
Impairment charges are included in the consolidated statement of comprehensive income, except to the extent they reverse previous gains recognised in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed.
Cash and cash equivalents
Cash and cash equivalents for the purpose of the statement of cash flows includes cash on hand and deposits held with financial institutions with maturities of three months or less from acquisition. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Fixed deposits held with financial institutions with maturities of more than three months are not presented as cash and cash equivalents for the purpose of the statement of cash flows due to the length of the term and certain restrictions on accessing the deposits. These still form part of cash and cash equivalents for the statement of financial position. The Group does not have a bank overdraft.
Financial instruments
The Group classifies its financial assets into the following three measurement categories based on the way the asset is managed and its contractual cash flow characteristics:
Amortised cost
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest on the principal amount outstanding are measured at amortised cost.
Fair value through other comprehensive income ("FVOCI")
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI.
Fair value through profit or loss
Assets that do not meet the criteria of amortised cost or FVOCI are measured at fair value through profit or loss.
The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables, contract assets, trade and other payables and contract liabilities. Based on the way these financial instruments are being managed, and their contractual cash flow characteristics, all the Group's financial instruments are measured at amortised cost.
Financial instruments - impairment
The Group applies the expected credit loss ("ECL") model in accordance with IFRS 9: Financial Instruments to financial assets measured at amortised cost, for trade debtors and retention receivables arising from contracts with customers.
The Group applies the simplified approach, recognising lifetime expected credit losses from initial recognition. ECLs for trade debtors and contract assets are measured using a provision matrix based on historical credit loss experience, adjusted for current condition and forward-looking estimates such as economic growth, inflation and construction market trends.
A monthly review of debt is included in contract review meetings. These meetings also consider the progress on the contract and assess any final margin adjustments which may be required. The customer's financial position is monitored by tracking of accounts filed and public announcements. Any impairment gain or loss is recognised in the profit and loss statements.
Investments
Subsidiaries
The Company has investments in subsidiaries which are carried at historical cost, less any provision for impairment.
The Group tests for impairment of its investment in subsidiaries on an annual basis, or more regularly where there are indicators of impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. This requires an estimation of the value‑in‑use of the cash generating units to which the investment has been allocated. The value-in-use calculation requires the Directors to estimate the future cash flows expected to be generated by the cash generating units, and a suitable discount rate and long-term growth rate to apply in order to calculate present value. During the period, these estimates resulted in no impairment charge (2024: £nil) relating to investments in the subsidiaries.
Share capital and retained earnings
Ordinary shares are classified as equity. Incremental costs attributable to the issue of new ordinary shares or options are shown in equity as a de-duction, net of tax, from the proceeds.
Retained earnings are classified as equity.
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability, which is a contractual obligation to deliver cash or similar to another entity or a potentially unfavourable exchange of financial assets or liabilities with an-other entity.
Dividends
Final equity dividends to the shareholders of Nexus Infrastructure plc are recognised in the period that they are approved by shareholders. Interim equity dividends are recognised in the period that they are paid.
Dividends receivable are recognised when the Company's right to receive payment is established.
Tax
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the date of the statement of financial position, and any adjustment to tax payable in respect of previous years.
Deferred tax liabilities are recognised in full using the balance sheet liability method on temporary differences between the carrying amounts of assets and liabilities for financial and reporting purposes and the amounts used for taxation purposes, except for differences arising on:
· the initial recognition of goodwill;
· the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit; and
· investments in subsidiaries are jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
The recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
· the same taxable Group company; or
· different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.
Provisions and contingent liabilities
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow will be required to settle the obligation, and the amount can be reliably estimated. Provisions are presented at the present value of the best estimate of the consideration required to settle the obligation present at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
When the Group expects some or all of a provision in respect of a completed contract to be reimbursed, for example, under an insurance contract or a contractual right to recourse from supply chain partners, the reimbursement is recognised as a separate asset when the reimbursement is virtually certain. A completed contract is deemed to be one where practical completion has taken place, the defect liability period has expired, and any out-standing retentions have been recovered.
The Group will disclose a contingent liability unless the possibility of an outflow of resources is remote. Where a contingent liability disclosure is made, the Group will consider whether the financial impact can be estimated, the uncertainties relating to the estimate, the timing of any outflow and the possibility of any reimbursement.
Business combinations
The acquisition method of accounting is used to account for all business combinations. The consideration transferred for the acquisition of a subsidiary comprises:
· the fair values of the assets transferred;
· the liabilities incurred to the former owners of the acquired business;
· the equity interests issued by the Group;
· the fair value of any asset or liability resulting from a contingent consideration arrangement; and
· the fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition‑by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of:
· the consideration transferred;
· the amount of any non-controlling interest in the acquired entity; and
· the acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
2. Critical accounting estimates and judgements
The Group makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances.
The directors do not believe there are any significant accounting estimates with a significant risk of a material change to the carrying value of assets and liabilities within the next year which meet the definition of a key source of estimation uncertainty. The financial statements include other areas of judgement and accounting estimates. While these areas do not meet the definition of significant accounting estimates or critical accounting judgements, the recognition and measurement of certain material assets and liabilities are based on assumptions, and/or are subject to longer term uncertainties.
Other areas of judgement and accounting estimates:
Judgements
a) Commercial disputes
The Group is involved in a small number of commercial disputes which may give rise to claims by customers. Provisions are recognised in respect of such disputes when a present obligation exists, an outflow of economic benefits is probable and a reliable estimate can be made. Where these conditions are not met, disputes are disclosed as contingent liabilities unless the possibility of an outflow is remote. Judgement is applied in assessing the probability and magnitude of potential obligations, with reference to legal advice where appropriate.
Estimates
a) Recoverability of debt
As part of the process of gaining new business it is necessary to carry out checks on the organisations for which the Group will carry out work. The value of individual contracts is substantial and the risk of default is always present. During the year detailed reviews are undertaken by the Directors, estimating the non-recoverability of debt. These reviews and judgements are seen as critical.
Estimate is necessary to assess the likelihood that a debt is not recoverable and to quantify the possible amount of any expected credit loss. The inherent uncertainty of such matters means that actual amounts of transactions may differ materially from estimates made.
b) Impairment of goodwill and investments
The Group tests goodwill annually for impairment, based on discounted future cash flows. The Company tests investments annually for impairment, based on discounted future cash flows. These calculations require judgement to assess the future cash flows and the growth level assessments. The inherent uncertainty of such matters means that actual amounts of transactions may differ materially from estimates made. Any difference be-tween the amounts recognised and the actual amount is recognised immediately in the statement of comprehensive income.
c) Profitability of contracts
Contract accounting requires estimates to be made for contract costs and income. In many cases, these contractual obligations span more than one financial period. The costs and income may be affected by a number of uncertainties, such as inflation, interest rates, government policy on house-building that depend on the outcome of future events and may need to be revised as events unfold and uncertainties are resolved. Management bases its estimation of costs and income and its assessment of the expected outcome of each contractual obligation on the latest available information, which includes detailed contract valuations and forecast of the costs to complete. The estimates of the contract position, reflecting both the forecasted costs and the reliable estimate of the forecasted revenue on each contract, and the profit or loss earned to date, are updated regularly and significant changes are highlighted through established internal reporting and review procedures.
3. Capital management
The Group's capital is made up of share capital, share premium and retained earnings totalling £27,319,000 (2024: £29,982,000).
The Group's objectives when maintaining capital are:
· to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
· to provide an adequate return to shareholders by pricing services commensurately with the level of risk.
The capital structure of the Group consists of shareholders' equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources.
Note 25(c) to the financial statements provides details of how the Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.
4. Revenue
Revenues from external customers are generated from the supply of services relating to civil engineering, construction contracts, rail infrastructure and water sector contracts in the South-East region of the United Kingdom. Revenue is recognised in the following operating divisions:
| 2025 | |||
| £'000 | |||
| Segment revenue | 65,910 | ||
| Revenue from external customers | 65,910 | ||
| Timing of revenue recognition | |||
| Over time | 65,910 | ||
| Customer type | |||
| Residential | 60,023 | ||
| Water sector | 5,180 | ||
| Rail | 707 | ||
| 65,910 |
| 2024 | |||
| £'000 | |||
| Segment revenue | 56,713 | ||
| Revenue from external customers | 56,713 | ||
| Timing of revenue recognition | |||
| Over time | 56,713 | ||
| Customer type | |||
| Residential | 56,713 | ||
| 56,713 |
The Group has recognised the following assets and liabilities related to contracts with customers:
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Contract assets | |||
| Accrued income | 1,989 | 2,647 | |
| Total | 1,989 | 2,647 |
Amounts previously recognised as contract assets are reclassified to trade receivables when they are invoiced to the customer. There was no significant impairment losses recognised on any contract asset in the reporting period. (2024; £nil). The decrease in contract assets during the year is due to the timing of applications/invoices to external customers and materials held on site for imminent works.
| 2025 | 2024 | ||
| £'000 | £'000 | ||
| Contract liabilities | |||
| Deferred income | 416 | 266 | |
| Total | 416 | 266 |
The increase in contract liabilities during the year is due to the timing of invoices to external customers being ahead of the revenue recognised.
The following table shows how much of the revenue recognised in the period was included in the contract liability balance at the beginning of the period.
| 30 September 2025 |
30 September 2024 | ||
| £'000 | £'000 | ||
| Total | 266 | 552 |
Management expects that £47,383,530 representing 56.19% (2024: £36,582,568 representing 71.5%) of the transaction price allocated to unsatisfied performance obligations as at 30 September 2025 will be recognised within one year and the remaining £36,943,696 representing 43.81% (2024: £14,568,000 representing 28.5%) within two to five years.
The Group has not recognised any assets in relation to costs to fulfil a contract (2024: £nil).
More than one customer is responsible for 10% or more of revenue and details are presented below:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Tamdown | ||
| Customer 1 | 16,539 | 14,597 |
| Customer 2 | 10,249 | 11,916 |
| Customer 3 | 9,685 | 12,112 |
| Customer 4 | 8,644 | 7,138 |
| Customer 5 | 8,178 | - |
| Coleman | ||
| Customer 1 | 5,113 | - |
5. Other income
| 2025 | 2024 | |
| £'000 | £'000 | |
| Income from claim | - | 1,819 |
| Income from operating lease - Rent | 597 | 597 |
| Income from operating lease - Service charges | 719 | 712 |
| 1,316 | 3,128 |
Income from claim is from the settlement of a claim against a supplier for damages caused by the supply of faulty services.
6. Segmental analysis - income statement
The Group's principal activity is the provision of essential infrastructure solutions to the housebuilding, water, rail and commercial sectors. The Group has two operating divisions under the control of the Executive Board, which is identified as the Chief Operating Decision Maker as defined under IFRS 8: Operating Segments:
· Tamdown: Civil engineering and construction contracts relating to housebuilding; and
· Coleman: Construction contracts relating to water and rail infrastructure sectors.
All of the Group's operations are carried out entirely within the United Kingdom.
Segment information about the Group's operations is presented below:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Revenue | ||
| Tamdown | 60,023 | 56,713 |
| Coleman | 5,887 | - |
| Total revenue | 65,910 | 56,713 |
| Gross profit | ||
| Tamdown | 8,406 | 7,664 |
| Coleman | 1,849 | - |
| Total gross profit | 10,255 | 7,664 |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Operating (loss)/profit | ||
| Tamdown | 174 | (353) |
| Coleman | 206 | - |
| Sub total | 380 | (353) |
| Nexus Park Ltd1 | 10 | (9) |
| Group administrative expenses1 | (2,229) | (1,863) |
| Total operating (loss) | (1,839) | (2,225) |
1 Including acquisition costs of Coleman of £0.8m and excluding income from operating leases.
The value of depreciation included in the measure of segment profit is:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Tamdown | 1,674 | 1,616 |
| Coleman | 66 | - |
| Group | 915 | 1,011 |
| Total depreciation | 2,655 | 2,627 |
7. Segmental analysis - statement of financial position
Balance sheet analysis of operating segments:
| 2025 Assets |
2025 Liabilities | 2025 Net assets |
|
| £'000 | £'000 | £'000 | |
| Tamdown | 27,934 | 12,768 | 15,166 |
| Coleman | 3,184 | 653 | 2,531 |
| Group | 20,547 | 10,925 | 9,622 |
| Total | 51,665 | 24,346 | 27,319 |
| 2024 Assets |
2024 Liabilities | 2024 Net assets |
|
| £'000 | £'000 | £'000 | |
| Tamdown | 29,307 | 14,196 | 15,111 |
| Group | 25,690 | 10,819 | 14,871 |
| Total | 54,997 | 25,015 | 29,982 |
Group represents head office expenses after deducting income received from transitional services agreements. Assets classified within Group principally comprise goodwill and a right of use asset. Liabilities classified within Group principally comprise lease liabilities and creditors.
8. Exceptional items
| 2025 | Restated 2024 |
|
| £'000 | £'000 | |
| Redundancy costs | - | (279) |
| Cost relating to acquisition | (502) | - |
| Deferred contingent consideration (note 29) | (257) | - |
| Total | (759) | (279) |
9. Operating loss
The operating loss is stated after charging/(crediting):
| 2025 | 2024 | |
| £'000 | £'000 | |
| Depreciation of property, plant and equipment | 962 | 745 |
| Depreciation of right of use assets | 1,693 | 1,882 |
| Loss/(profit) on disposal of fixed assets | 25 | (153) |
| Audit and non-audit services: | ||
| Fees payable to the Company's auditor for the audit of the Company and consolidated financial statements | 103 | 88 |
| Fees payable to the Company's auditor for the audit of the Company's subsidiaries pursuant to legislation | 147 | 90 |
There have been no fees payable to the Company's auditor in respect of non-audit remuneration.
10. Staff costs
| Group 2025 |
Group 2024 | |
| £'000 | £'000 | |
| Wages and salaries | 13,135 | 14,668 |
| Social security costs | 1,597 | 1,606 |
| Other pension costs | 245 | 259 |
| Total | 14,977 | 16,533 |
The average monthly number of employees (including Directors) during the year was:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Directors | 12 | 11 |
| Administrative | 63 | 45 |
| Site Workers | 143 | 192 |
| Total | 218 | 248 |
The average number of people employed by the Company (including Directors) during the year was 15 (2024: 15).
The Directors of the Group are considered by the Board to be the key management of the Group, for which remuneration in the year ended 30 September 2025 totalled £962,000 (2024: £829,000), including short-term employee benefits £32,000 (2024: £27,000), and employer pension contributions £2,000 (2024: £4,000). Employers national insurance for the key management of the Group totalled £107,000 (2024: £84,000). Further details of the Directors' remuneration are provided in the audited section of the Remuneration Committee report on pages 41 to 45.
11. Finance income and expense
| 2025 | 2024 | |
| £'000 | £'000 | |
| Finance income | ||
| Interest on bank deposits | 152 | 151 |
| Finance expense | ||
| Interest on short-term hire purchase agreements | (126) | - |
| Interest on lease liabilities | (579) | (690) |
| (705) | (690) | |
| Finance expense (net) | (553) | (539) |
12. Taxation
| 2025 | 2024 | |
| £'000 | £'000 | |
| Current tax | ||
| UK corporation tax on profits for the year | 12 | - |
| Adjustment in respect of prior periods | - | - |
| Total current tax | 12 | - |
| Deferred tax | ||
| Origination and reversal of temporary difference | - | 75 |
| Adjustment in respect of prior periods | - | (75) |
| Total deferred tax | - | - |
| Total tax charge | 12 | - |
The tax assessed for the year is lower than (2024: lower than) the standard rate of corporation tax as applied in the UK. The differences are explained below:
| 2025 | 2024 | |
| £'000 | £'000 | |
| (Loss)/profit before tax | (2,391) | (2,764) |
| (Loss)/profit before tax multiplied by the respective standard rate of corporation tax applicable in the UK (25%) (2024: 25%) | (598) | (691) |
| Effects of: | ||
| Fixed asset differences | 107 | 2 |
| Non-deductible expenses | 179 | 48 |
| Income not taxable for tax purposes | (8) | - |
| Coleman pre-acquisition elimination | 98 | - |
| Adjustment in respect of prior periods - deferred tax | 12 | (75) |
| Movement in deferred tax not recognised | 222 | 715 |
| Total tax charge | 12 | - |
| 2025 | 2024 | |
| £'000 | £'000 | |
| Income tax expense from operations | 12 | - |
| Total tax charge/(credit) | 12 | - |
There was no income tax (charged)/credited directly to equity in the year (2024: £nil).
At the balance sheet date, the Group has unused tax losses of £13.2m (2024: £10.4m) and gross short‑term temporary difference asset of £56k. A deferred tax liability of £536k in respect of fixed asset temporary differences has been recognised, which has been offset by the recognition of a deferred tax asset of £1k in respect of short-term temporary differences and £535k in respect of losses.
A potential deferred tax asset of £2.8m (2024: £2.63m) has not been recognised in respect of losses, fixed asset and short-term temporary differences. The closing net deferred tax position is £nil.
13. Dividends
| 2025 | 2024 | |
| Group and Company | £'000 | £'000 |
| Amounts recognised as distributions to equity holders in the year: | ||
| Interim dividend for the year ended 30 September 2025 of 1.0p per share (2024: 1.0p per share) |
91 | 90 |
| Final dividend for the year ended 30 September 2024 of 2.0p per share (2023: 2.0p per share) |
185 | 181 |
| 276 | 271 |
The proposed final dividend for the year ended 30 September 2025 of 2.0p per share (2024: 2.0p per share) makes a total dividend for the year of 3.0p per share (2024: 3.0p per share). The proposed final dividend is subject to approval by shareholders at a General Meeting and has not been included as a liability in these financial statements. The total estimated final dividend to be paid is £180,686 (2024: £180,686).
14. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of shares in issue for the year.
Diluted earnings per share is calculated by adjusting the weighted average number of shares in issue for the year to assume conversion of all dilutive potential shares.
The calculation of the basic and diluted earnings per share is based on the following data:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Weighted average number of shares in issue for the year | 9,034,307 | 9,034,307 |
| Effect of dilutive potential ordinary shares: | ||
| Share options (number) | - | - |
| Weighted average number of shares for the purpose of diluted earnings per share | 9,034,307 | 9,034,307 |
| (Loss)/profit for the year attributable to equity shareholders | (2,379) | (2,764) |
| Basic earnings (p per share) | (26.3) | (30.6) |
| Diluted earnings (p per share) | (26.3) | (30.6) |
| Loss for the year | (2,379) | (2,764) |
| Basic losses (p per share) | (26.3) | (30.6) |
| Diluted losses (p per share) | (26.3) | (30.6) |
There are no share options in place, so no dilutive effect on the earnings per share.
15. Property, plant and equipment
| Leasehold improvements | Plant machinery | Motor vehicles | Fixtures and fittings | Total | |
| Group | £'000 | £'000 | £'000 | £'000 | £'000 |
| Cost | |||||
| At 1 October 2023 | 4,050 | 1,872 | 380 | 2,163 | 8,465 |
| Additions | - | 618 | 184 | - | 802 |
| Disposals | (658) | (661) | (30) | (416) | (1,765) |
| At 30 September 2024 | 3,392 | 1,829 | 534 | 1,747 | 7,502 |
| Additions | - | 533 | 2 | 3 | 538 |
| Disposals | - | (639) | (20) | (2) | (661) |
| Reclassification | - | (165) | 167 | - | 2 |
| Acquisition of subsidiary | - | 104 | 100 | 4 | 208 |
| At 30 September 2025 | 3,392 | 1,662 | 783 | 1,752 | 7,589 |
| Depreciation | |||||
| At 1 October 2023 | 912 | 1,377 | 70 | 729 | 3,088 |
| Charge for the year | 169 | 156 | 116 | 293 | 734 |
| Disposals | (658) | (540) | (13) | (189) | (1,400) |
| At 30 September 2024 | 423 | 993 | 173 | 833 | 2,422 |
| Charge for the year | 170 | 460 | 136 | 196 | 962 |
| Disposals | - | (388) | (32) | (1) | (421) |
| Reclassification | - | (100) | 100 | - | - |
| At 30 September 2025 | 593 | 965 | 377 | 1,028 | 2,963 |
| Net book value | |||||
| At 30 September 2023 | 3,138 | 495 | 310 | 1,434 | 5,377 |
| At 30 September 2024 | 2,968 | 834 | 361 | 913 | 5,076 |
| At 30 September 2025 | 2,799 | 697 | 406 | 724 | 4,626 |
| Fixtures and fittings | ||
| Company | £'000 | |
| Cost | ||
| At 1 October 2023 | 646 | |
| Disposals | (408) | |
| At 30 September 2024 | 228 | |
| Disposals | - | |
| At 30 September 2025 | 238 | |
| Accumulated depreciation | ||
| At 1 October 2023 | 241 | |
| Charge for the year | 127 | |
| Disposals | (190) | |
| At 30 September 2024 | 178 | |
| Charge for the year | 44 | |
| Disposals | - | |
| At 30 September 2025 | 222 | |
| Net book value | ||
| At 30 September 2023 | 405 | |
| At 30 September 2024 | 60 | |
| At 30 September 2025 | 16 |
16. Right of use assets and lease liabilities
The Group has leases for leasehold property, plant and machinery, motor vehicles, and fixtures and fittings. Leases for leasehold property relate mainly to office properties, whilst the plant and machinery leases are predominantly large machinery used in site operations.
The statement of financial position shows the following information relating to right of use assets and leases:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Right of use assets | ||
| Leasehold property | 9,532 | 9,583 |
| Plant and machinery | 1,213 | 415 |
| Motor vehicles | 484 | 275 |
| 11,229 | 10,273 | |
| Lease liabilities | ||
| Current | 1,632 | 1,531 |
| Non-current | 9,881 | 9,638 |
| 11,513 | 11,169 |
Additions to the right of use assets during the year were £2,553,000 (2024: £710,000).
The statement of comprehensive income shows the following amounts relating to right of use assets and leases:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Depreciation | ||
| Leasehold property | 665 | 677 |
| Plant and machinery | 701 | 895 |
| Motor vehicles | 327 | 310 |
| 1,693 | 1,882 | |
| Interest expense | (579) | (690) |
| Expenses relating to short-term leases | - | - |
| Expenses relating to low-value leases that are not shown above as short-term leases | - | 19 |
The total cash outflow for leases during the year was £2,331,000 (2024: £1,886,000).
The present value of lease liabilities is as follows:
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| Within one year | 2,152 | 2,097 | 12 | 9 |
| Two to five years | 4,346 | 3,509 | 10 | 23 |
| Over five years | 11,474 | 13,467 | - | - |
| Total | 17,972 | 19,073 | 22 | 32 |
| Future finance charge on lease liabilities | (6,459) | (7,904) | - | - |
| Present value of lease liabilities | 11,513 | 11,169 | 22 | 32 |
Extension and termination options are included in a number of leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group's operations. These are not expected to have a material impact on lease liabilities.
The leasehold property is sub-leased to tenants under operating leases with rentals payable monthly. Lease income from operating leases where the group is the lessor is recognised in income on a straight-line basis over the lease term.
Minimum lease payments receivable on leases of property are as follows:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Within one year | 597 | 597 |
| Between 1 and 2 years | 597 | 597 |
| Between 2 and 3 years | 597 | 597 |
| Between 3 and 4 years | 597 | 597 |
| Between 4 and 5 years | 597 | 597 |
| Later than five years | 1,393 | 2,090 |
| 4,378 | 5,075 |
17. Goodwill
| 2025 | 2024 | |
| £'000 | £'000 | |
| At 1 October | 2,361 | 2,361 |
| Additions | 1,214 | - |
| Carrying value | 3,575 | 2,361 |
Impairment testing
The Group tests goodwill annually for impairment. During the year, impairment tests were undertaken over the goodwill of Tamdown Group Limited £2,361,000 (2024: £2,361,000) and Coleman Construction & Utilities Limited £1,214,000.
There are considered to be two cash generating units in the Group which will provide the future economic benefit to the Group. These cash generating units are Tamdown Group Limited and Coleman Construction & Utilities Limited, which are the main operational businesses.
Tamdown Group Limited
A post-tax discount rate of 12.0% (2024: 12.0%) has been used in the cash flow calculation, which is based upon the capital structure of the Group. The pre-tax discount rate would be 16.0% (2024: 16.0%). Changes to the capital structure may impact upon the Group's discount rate in future periods. The key assumptions utilised within the forecast model relate to the level of future sales, which have been estimated based upon the Directors' expectations, current trading and recent actual trading performance. The value-in-use calculation indicates that Tamdown Group Limited has a re-coverable amount which is greater than the carrying amount of assets allocated to them.
The Directors have undertaken sensitivity analysis including decreasing revenue through work winning (reduced by 20%) and activity from the order book (reduced by 10%) and gross margins (reduced by 2%), which indicates that a reasonable change in assumption will not give rise to an impairment.
The recoverable amount was determined using a value-in-use calculation based upon Directors' forecasts for the trading results for the three years ending 30 September 2028, extended to 30 September 2030 using estimated growth rates of 20.1% (2026), 25.0% (2027) and 11.7% (2028). Post 2029 an average growth rate of 2% has been used. Growth rates are based on secured work and industry long term rates.
The following table sets out the key assumptions for Tamdown Group Limited, which has goodwill attached to it:
| 2026 | 2027 | 2028 | 2029 | 2030 | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue (% annual growth rate) | 20.1% | 25.0% | 11.7% | 7.5% | 2.0% |
| Gross margin | 14.1% | 15.0% | 15.0% | 15.0% | 15.0% |
| Operating margin | 1.2% | 2.6% | 3.8% | 4.4% | 4.8% |
Coleman Construction & Utilities Limited
A post-tax discount rate of 12.0% has been used in the cash flow calculation, which is based upon the capital structure of the Group. The pre-tax discount rate would be 16.0%. Changes to the capital structure may impact upon the Group's discount rate in future periods. The key assumptions utilised within the forecast model relate to the level of future sales, which have been estimated based upon the Directors' expectations, current trading and recent actual trading performance. The value-in-use calculation indicates that Coleman Construction & Utilities Limited has a recoverable amount which is greater than the carrying amount of assets allocated to them. The Directors have undertaken sensitivity analysis including de-creasing revenue by 10% and gross margins by 2% in 2026, which indicates that a reasonable change in assumption will not give rise to an impairment.
The recoverable amount was determined using a value-in-use calculation based upon Directors' forecasts for the trading results for the three years ending 30 September 2028, extended to 30 September 2030 using estimated growth rates of 65.0% (2026), 40.0% (2027) and 28.3% (2028). Post 2029 an average growth rate of 2% has been used. Growth rates are based on secured work and industry long term rates.
The following table sets out the key assumptions for Coleman Construction & Utilities Limited, which has goodwill attached to it:
| 2026 | 2027 | 2028 | 2029 | 2030 | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue (% annual growth rate) | 65.0% | 40.0% | 28.3% | 7.5% | 2.0% |
| Gross margin | 27.5% | 22.9% | 21.8% | 22.0% | 22.0% |
| Operating margin | 7.5% | 7.2% | 9.0% | 9.3% | 9.8% |
18. Investments in subsidiaries
| 2025 | 2024 | |
| £'000 | £'000 | |
| Cost | ||
| At 1 October | 20,545 | 20,545 |
| Additions | 4,133 | - |
| At 30 September | 24,678 | 20,545 |
During the year, the Company acquired the share capital of Coleman Construction & Utilities Limited for £4,133,000. (See note 29 for further information.) The Group tests for impairment of investments annually by predicting the future dividend income from the investments. The key assumptions used in estimating the future dividend income are aligned to those that are used for goodwill. (See note 17 for further information.)
The following are subsidiaries of Nexus Infrastructure plc, which owns 100% of the ordinary share capital, all of which are registered in England and Wales:
| Activity | |
| Tamdown Group Limited | Construction services |
| Tamdown Services Limited1 | Supply of labour to the construction industry |
| Tamdown Plant Hire Limited1 | Engineering plant hire |
| Nexus Park Limited | Development of building projects |
| Coleman Construction & Utilities Limited | Water and rail sector infrastructure works |
1. Held by Tamdown Group Limited.
The registered address of all subsidiaries is Nexus Park, Avenue East, Skyline 120, Great Notley, Braintree, Essex CM77 7AL.
Investments in Group undertakings are recorded at cost less any impairment charge.
The financial statements for the year ended 30 September 2025 for Nexus Park Limited, Tamdown Plant Hire Limited and Tamdown Services Limited have been exempted from audit under Section 479A of the Companies Act 2006 by way of parental guarantee from Nexus Infrastructure plc.
19. Trade and other receivables
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| Non-current assets | £'000 | £'000 | £'000 | £'000 |
| Amounts owed by Group undertakings | - | - | 6,272 | 6,329 |
| - | - | 6,272 | 6,329 |
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| Current assets | £'000 | £'000 | £'000 | £'000 |
| Trade receivables from contracts with customers | 17,675 | 20,536 | 17 | 64 |
| Other receivables | 999 | 678 | 95 | 8 |
| Amounts owed to Group undertakings | - | - | - | 206 |
| Prepayments | 630 | 622 | 154 | 96 |
| 19,304 | 21,836 | 266 | 374 |
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| Overdue trade receivables | £'000 | £'000 | £'000 | £'000 |
| By less than three months | 2,532 | 2,740 | - | 64 |
| Over three but less than six months | 289 | 427 | - | - |
| Over six months but less than one year | 446 | 1,401 | - | - |
| Over one year | 1,449 | 3,234 | - | - |
| 4,716 | 7,802 | - | 64 |
The carrying value of trade receivables is stated after the following allowance for expected credit losses:
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| At 1 October | 2,859 | 1,070 | - | - |
| Charged to the statement | ||||
| of comprehensive income | - | 2,004 | - | - |
| (Written back) to the statement of | ||||
| comprehensive in-come | (187) | (215) | - | - |
| At 30 September | 2,672 | 2,859 | - | - |
The Group applies the expected credit loss ("ECL") model in accordance with IFRS 9: Financial Instruments to financial assets measured at amortised cost, for trade debtors and retention receivables arising from contracts with customers. The Group applies the simplified approach, recognising lifetime expected credit losses from initial recognition. ECLs for trade debtors and contract assets are measured using a provision matrix based on historical credit loss experience, adjusted for current condition and forward-looking estimates such as economic growth, inflation and construction market trends.
| Totals | Expected loss rate | Expected credit loss | |
| 30 September 2025 | £'000 | % | £'000 |
| Not yet due | 10,118 | 1.3% | 132 |
| < 3 months | 3,539 | 1.3% | 46 |
| 3-6 months | 388 | 1.3% | 5 |
| 6-9 months month | 318 | 3.0% | 10 |
| 9-12 months | 270 | 15.0% | 41 |
| 12 months - 24 months | 888 | 30.0% | 266 |
| 24 months + | 4,826 | 45.0% | 2,172 |
| At 30 September | 20,347 | 2,672 |
| Totals | Expected loss rate | Expected credit loss | |
| 30 September 2024 | £'000 | % | £'000 |
| Not yet due | 9,620 | 1.3% | 125 |
| < 3 months | 3,936 | 1.3% | 51 |
| 3-6 months | 859 | 1.3% | 11 |
| 6-9 months month | 534 | 2.0% | 11 |
| 9-12 months | 812 | 9.0% | 73 |
| 12 months - 24 months | 3,098 | 25.0% | 775 |
| 24 months + | 4,536 | 40.0% | 1,814 |
| At 30 September | 23,395 | 2,859 |
Amounts owed by Group undertakings are unsecured, repayable on demand and interest free. No allowance for expected credit losses related to amounts owed by Group undertakings is deemed necessary as the default on these items is considered negligible.
The above trade and other receivables are shown net of their expected credit loss allowances, which total £2.67m (2024: £2.86m). An impairment gain of £0.2m has been recognised in the statement of comprehensive income (2024: £1.8m). The Group's standard invoice payment terms are 35 days.
20. Trade and other payables
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| Trade payables | 9,929 | 12,055 | 51 | 201 |
| Other payables | 396 | 373 | 205 | 149 |
| Accruals | 824 | 656 | 306 | 309 |
| Amounts owed to group undertakings | - | - | 714 | - |
| Social security and other tax payable | 541 | 484 | 52 | 42 |
| Current | 11,690 | 13,568 | 1,328 | 701 |
| Other Payables | 522 | - | 257 | - |
| Non-Current | 522 | - | 257 | - |
Other payables comprises payroll-related liabilities.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.
21. Deferred tax
Net deferred tax position
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| At 1 October | - | - | - | - |
| Charge/(credit) for the year | - | - | - | - |
| Transfer to assets held for sale | - | - | - | - |
| At 30 September | - | - | - | - |
The unrecognised deferred tax asset on losses is £2.4m (2024: £2.6m).
22. Share capital
In 2023, the Group purchased 37,147,878 ordinary shares of £0.02 for cancellation at £1.63 per ordinary share, as part of capital distribution. An amount of £743k has been restated in the prior year accounts into a capital redemption reserve.
Shares are fully paid at par and rank pari passu in all respects. They have attached to them full voting, dividend and capital distribution rights (including on winding up).
| 2025 | 2024 | |
| Group and Company | £'000 | £'000 |
| 9,034,307 (2024: 9,034,307) ordinary shares of £0.02 each (authorised and in issue) | 181 | 181 |
| 181 | 181 |
23. Cash flow information
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| Cash and cash equivalents | 9,942 | 12,801 | 3,597 | 9,383 |
| Lease liabilities | (11,513) | (11,169) | (22) | (32) |
| Net cash/(debt) | (1,571) | 1,632 | 3,576 | 9,351 |
| Assets | Liabilities from financing activities | ||
| Cash and cash equivalents | Lease liabilities | Total | |
| £'000 | £'000 | £'000 | |
| Net cash/(debt) at 1 October 2023 | 14,626 | (11,644) | 2,982 |
| Cash flows | (1,825) | - | (1,825) |
| Financing cash flow | - | 1,875 | 1,875 |
| New leases | - | (710) | (710) |
| Finance expense | - | (690) | (690) |
| Net cash/(debt) at 30 September 2024 | 12,801 | (11,169) | 1,632 |
| Assets | Liabilities from financing activities | ||
| Cash and cash equivalents | Lease liabilities | Total | |
| £'000 | £'000 | £'000 | |
| Net cash/(debt) at 1 October 2024 | 12,801 | (11,169) | 1,632 |
| Cash flows | (2,859) | - | (2,859) |
| Financing cash flow | - | 2,331 | 2,331 |
| New leases | - | (2,096) | (2,096) |
| Finance expense | - | (579) | (579) |
| Net cash/(debt) at 30 September 2025 | 9,942 | (11,513) | (1,571) |
24. Financial instruments
a) Cash and cash equivalents
| 2025 | 2024 | |
| £'000 | £'000 | |
| Current assets | ||
| Cash at bank | 9,942 | 12,801 |
| Fixed deposits with maturity over three months | 1,000 | - |
| 10,942 | 12,801 |
Reconciliation to cash flow statement
The above figures reconcile to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Balance as above per statement of financial position | 10,942 | 12,801 |
| Less: Fixed deposits with maturity over three months | (1,000) | - |
| Balance per statement of cash flow | 9,942 | 12,801 |
b) Assets and liabilities
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| Non-current assets | ||||
| Amounts owed by Group undertakings | - | - | 6,272 | 6,329 |
| Current assets | ||||
| Trade receivables | 17,675 | 20,536 | 17 | 64 |
| Other receivables | 999 | 678 | 95 | 8 |
| 18,674 | 21,214 | 112 | 72 | |
| Cash and cash equivalents | 10,942 | 12,801 | 4,597 | 9,383 |
| Total financial assets | 29,616 | 34,015 | 4,709 | 9,455 |
| Non-current liabilities | ||||
| Other payables | 522 | - | 257 | - |
| Lease liabilities | 9,881 | 9,638 | 10 | 23 |
| 10,403 | 9,638 | 267 | 23 | |
| Current liabilities | ||||
| Trade payables | 9,929 | 12,055 | 51 | 201 |
| Other payables | 396 | 373 | 205 | 149 |
| Accruals | 824 | 656 | 306 | 309 |
| Amounts owed to Group's undertakings | - | - | 714 | - |
| Lease liabilities | 1,632 | 1,531 | 12 | 9 |
| 12,781 | 14,615 | 1,288 | 668 | |
| Total financial liabilities at amortised cost | 23,184 | 24,253 | 1,555 | 691 |
25. Financial risk management
The Group and Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, capital risk and market risk. The overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. Risk management is carried out by the Board; they have assessed the exposure, policies and market conditions and consider there to be no change to the policies outlined below:
a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss. In order to minimise this risk the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored.
The maximum exposure to credit risk is the value of the outstanding amount of cash balances, trade and other receivables and contract assets:
| 2025 | 2024 | |
| £'000 | £'000 | |
| Group | ||
| Trade and other receivables | 17,675 | 20,536 |
| Contract assets | 1,989 | 2,647 |
| Cash and cash equivalents | 10,942 | 12,801 |
| Company | ||
| Trade and other receivables | 17 | 64 |
| Cash and cash equivalents | 4,597 | 9,383 |
The Group considers that credit risk on cash and cash equivalents is low based on the external credit ratings of the banks used. Impairment on cash and cash equivalents has been measured on a 12-month expected credit loss basis and reflects the short maturities of the exposure. The maximum exposure is the amount of the deposit.
b) Liquidity risk
Group
The Group currently holds cash balances in sterling to provide funding for normal trading activity. Trade and other payables are monitored as part of normal management routine. The Group's financial liabilities have contractual maturities as summarised below:
| Within one year |
Two to five years |
Over five years |
|
| 2025 | £'000 | £'000 | £'000 |
| Lease liabilities | 1,632 | 3,473 | 6,408 |
| Other payables | 356 | 297 | 265 |
| Trade payables | 9,929 | - | - |
| Accruals and payments on account | 824 | - | - |
| Within one year |
Two to five years |
Over five years |
|
| 2024 | £'000 | £'000 | £'000 |
| Lease liabilities | 1,531 | 3,682 | 5,956 |
| Other payables | 37 373 | - | - |
| Trade payables | 12,055 | - | - |
| Accruals and payments on account | 656 | - | - |
The borrowings are net of any transaction costs incurred. The transaction costs are recognised in the income statement over the period of the borrowings.
Company
The Company holds minimum cash balances. Trade and other payables are monitored as part of normal management routine. Liabilities are dis-closed as follows:
| Within one year |
Two to five years |
Over five years |
|
| 2025 | £'000 | £'000 | £'000 |
| Trade payables | 51 | - | - |
| Accruals and payments on account | 306 | - | - |
| Amounts owed to Group undertakings | 714 | - | - |
| Other payables | 128 | 257 | - |
| Within one year |
Two to five years |
Over five years |
|
| 2024 | £'000 | £'000 | £'000 |
| Trade payables | 201 | - | - |
| Accruals and payments on account | 309 | - | - |
| Other payables | 149 | - | - |
c) Capital risk management
The Group's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure which optimises the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. Decisions regard-ing the balance of equity and borrowings, dividend policy and all major borrowing facilities are reserved for the Board.
d) Foreign exchange and interest rate risk
The Group has no significant exposure to currency risk or interest rate risk.
26. Share-based payments
No share schemes were operational during 2025.
27. Contingent assets and liabilities
Group and Company
Under a Group registration, the Company is jointly liable for value added tax by other Group companies. As at 30 September 2025, there was a value added tax asset of £781,000 (2024: £678,000).
Similar to other comparable companies, the Group is involved in a small number of commercial disputes which may give rise to claims by customers. The Group defends such claims where appropriate and, where costs are likely to be incurred in defending and concluding such matters, and can be measured reliably, they are provided for in the financial statements. Management assess the specific circumstance of each case. The Group recognises expected reimbursements from insurance when it is virtually certain that the reimbursement will be received. No separate disclosure is made of the detail of such claims or proceedings, or the costs recovered by insurance, as to do so could seriously prejudice the position of the Group.
28. Capital commitments
Group and Company
At 30 September 2025, the Group had capital commitments of £nil relating to plant and equipment (2024: £1.13m). The Company had no capital commitments (2024: £nil).
29. Business combinations
On 29 October 2024, the Group acquired 100% of the issued shares in Coleman Construction & Utilities Limited, a civil engineering and construction business trading in the water, rail, highways and rivers & marine sectors based in the United Kingdom. The acquisition aligned to Nexus' strategic objective of diversifying into additional key sectors critical to the UK infrastructure.
The acquisition has been accounted for using the acquisition method in accordance with IFRS 3: Business combinations. The results of Coleman Construction & Utilities Limited have been consolidated from the acquisition date.
Details of the consideration transferred are:
| Purchase consideration | £'000 | |
| Cash paid | 3,263 | |
| Settlement of Working Capital Adjustment | 206 | |
| Inter-company loans | 233 | |
| S455 tax asset | 58 | |
| Directors' loan accounts | 373 | |
| Total consideration transferred | 4,133 |
Identifiable assets acquired and liabilities assumed
Fair values of the identifiable assets and liabilities recognised as at the acquisition date were as follows:
| £'000 | ||
| Cash and cash equivalents | 548 | |
| Property, plant and equipment | 208 | |
| Trade debtors | 1,421 | |
| VAT debtor | 221 | |
| Contract assets | 705 | |
| Other debtors | 935 | |
| Trade payables | (355) | |
| Corporation tax | (518) | |
| Other creditors and accruals | (212) | |
| Borrowings | (34) | |
| Net identifiable assets acquired | 2,919 | |
| Add: Goodwill on acquisition | 1,214 | |
| Total consideration transferred | 4,133 |
The goodwill is attributable to the future growth potential of the acquiree. None of the goodwill recognised is expected to be deductible for tax purposes. Trade receivables are the gross contractual amount and the full amount is receivable.
Acquisition-related costs of £502k were expensed in the period and are included within administration expenses in the consolidated statement of profit and loss. These costs comprise professional fees for legal, due diligence and valuation service.
From the acquisition date to 30 September 2025, Coleman Construction & Utilities Limited contributed £5.9m to the Group revenue and £0.2m to Group profit before tax. If the acquisition had occurred on 1 October 2024, Coleman would have contributed £6.8m to the Group revenue and £0.3m to Group profit before tax.
Deferred contingent consideration
Under the terms of the agreement, the Group may be required to pay the former owner's additional consideration of up to £1.3m contingent on continual employment and earnings targets being achieved over two years. A provision of £257k has been accounted for as remuneration in the Consolidated statement of comprehensive income.
| Purchase consideration - cash outflow | £'000 | |
| Cash outflow | 3,263 | |
| Less: Cash acquired | 548 | |
| Add: Settlement of working capital | 206 | |
| Net outflow of cash-investing activities | 2,921 |
Included in the purchase consideration were amounts allocated to the settlement of inter-company loans and Director's loan accounts but amounts were settled post-acquisition on a net basis so there was no transfer of cash.
30. Related party transactions
The Group's key management personnel are the Executive and Non-Executive Directors, as identified in the Remuneration Committee report on pages 41 to 45. There is no ultimate controlling party.
Transacted sales with related parties, as shown in the below table, are with companies of which Mike Morris is a director. Mike Morris resigned as a director of Nexus on 15 August 2024.
Transacted sales
| Group 2025 |
Group 2024 |
Company 2025 |
Company 2024 |
|
| £'000 | £'000 | £'000 | £'000 | |
| Advanced Utility Networks Ltd | - | 290 | - | - |
| eSmart Networks Ltd | - | 230 | - | - |
| TriConnex Ltd | - | 382 | - | - |
31. Prior Period Adjustment
a) Impact of correction to the statement of comprehensive income
The Group receives income from sub-letting the leasehold property to tenants.
This was previously reported on a net basis as a deduction to administrative expenses. A reclassification has been made to the prior year to present the income and expenses on a gross basis to conform to the current year's presentation.
| As previously reported | Adjustment | As restated | |
| Other income: income from operating lease | - | 1,309 | 1,309 |
| Admin Expenses | (9,640) | (1,309) | (10,949) |
The adjustment represents a reclassification within the statement of comprehensive income and has no impact on results for the year.
b) Impact of correction to the statement of changes in equity
In 2023, the Group purchased 37,147,878 ordinary shares of £0.02 for cancellation at £1.63 per ordinary share, as part of capital distribution. An amount of £743k has been restated in the prior year accounts into a capital redemption reserve to reflect the nominal value of ordinary shares repurchased.
| As previously reported | Adjustment | As restated | |
| Retained Earnings | 23,410 | (743) | 22,667 |
| Capital redemption reserve | - | 743 | 743 |
The adjustment represents a reclassification within equity and has no impact on total equity.
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