2025 Annual Report and Accounts

ANNUAL REPORT & FINANCIAL STATEMENTS 2025

Welcome to our Annual Report

Contents

Billington Holdings Plc (AIM: BILN), one of the UK's leading structural steel and construction safety solutions specialists, is a UK based Group of companies focused on structural steel and engineering activities throughout the UK and European markets. Group companies pride themselves on the provision of high technical and professional standards of service to niche markets with emphasis on building strong, trusted and long-standing partnerships with all of our clients.

https://billington-holdings.plc.uk

"Billington delivered a robust performance in 2025 against the backdrop of very challenging market conditions and with continuing pricing pressure across the sector. Despite this, we maintained strong operational output,

protected margins and secured a number of technically demanding, higher-value contracts that provide good visibility into 2026. The consolidation of our structural steel operations in Barnsley, alongside continued investment in

capacity and capability, has improved our cost base and operational efficiency. With a healthy order book, growing pipeline of opportunities and a robust balance sheet, we entered 2026 with increased confidence and expect to deliver an improved financial performance in 2026."

Mark Smith

Chief Executive Officer

Highlights

Strategic Report

1 Chairman's Statement

5 Group Strategy

7 Operational Review

15 Key Performance Indicators

17 Financial Review

23 Sustainable and Responsible Business

25 Non Financial and Sustainability Information Statement

32 Sustainability Key Performance Indicators

35 Three Pillars of Sustainability

40 Section 172 Statement

41 Principal Risks and Uncertainties

Governance

45 Governance Report

46 Board of Directors and Advisors

47 Report of the Directors

50 Audit and RIsk Committee Report

Billington delivered a

robust performance

in 2025

against the backdrop of challenging market conditions, pricing pressure across the industry and client led contract slippage

In line with the Board's policy for

Revenue

reduced by 15.4%

to £95.7 Million

(2024: £113.1 million) despite a 4.2% increase in Group productive hours,

reflective of the Group's focus on more complex projects with reduced steel content

Strong level of production hours secured for for projects due to be delivered in 2026

and 2027

Strong cash balance of

53 Remuneration Committee Report

Financial Statements

59 Independent Auditor's Report

1. Consolidated income statement

2. Consolidated statement of comprehensive income

3. Consolidated statement of financial position

4. Consolidated statement of changes in equity

   the Company to be paying dividends at a level that reflects underlying earnings, whilst continuing to

   maintain a robust balance sheet, a dividend of 11.0 pence per share in respect of 2025 (25.0

   pence per share paid in respect of

   2024) is recommended

   before tax of £4.1 million and £2.8 million of non-underlying costs incurred in

   the year, primarily as a result of the closure of the Group's Yate facility, resulting in a profit before tax of

   £1.3 million (2024: £10.8 million)

   £20.5 Million

   maintained at year end (2024:

   £21.7 million)

   and the

   Group remains debt free

5. Consolidated cash flow statement

6. Principal accounting policies

81 Notes forming part of the Group financial statements

1. Parent company statement of financial position

2. Parent company statement of changes in equity

3. Notes forming part of the parent company financial statements

In 2025 Billington again delivered a robust performance, against a challenging macroeconomic backdrop.

In 2025 revenue reduced by 15.4% to £95.7 million (2024: £113.1 million), despite a 4.2% increase in Group productive hours, reflective of the Group's focus on more complex projects with reduced steel content. Pricing pressure combined with client led contract slippage was experienced during the year in many parts of the Group leading to underlying profit before tax reducing to £4.1 million (2024: £10.8 million). The underlying basic earnings per share ("EPS") for the year amounted to

27.1 pence compared with 66.2 pence in 2024.

Dividend

Chairman's Statement

In the first half of 2025 Billington declared a final dividend in relation to the year ended 31 December 2024 of 25.0 pence per share. This amounted to a total payment of £3.2 million, which was 2.65 times covered by 2024 earnings.

The Board feels it is appropriate for Billington to continue to be dividend paying at a level that reflects underlying earnings whilst continuing to maintain a robust balance sheet. The Board is therefore recommending a final dividend of 11.0 pence per share for 2025, which is covered

2.46 times by 2025 earnings.

The dividend will be paid on 30 June 2026, subject to shareholder approval at the Company's AGM expected to be held on 2 June 2026. The associated ex-dividend date will be 4 June 2026 with a record date of 5 June 2026. No interim dividend for 2025 was declared (2024: nil), a policy consistent with prior years.

Our People

The key to Billington's continued success is the hard work

Director (a non-Board role). Ian is widely recognised as one of the leading technical and engineering directors in the industry, leading significant projects, such as The Shard, over his 37 years in the structural steel sector. He joined us from a prominent UK steel fabricator, where he had spent 22 years, latterly as Design Director. His skills and experience are already assisting Billington Structures move

into new markets and he has significantly strengthened the

technical leadership of the business.

The Group continues to actively promote its apprenticeship and graduate schemes and we retained Gold Membership of the '5% Club', awarded in 2024. Members of the 5% Club aspire to achieve at least 5% of their workforce in 'earn

and learn' positions (including apprenticeships, graduate schemes and sponsored student placements) within five years of joining. Billington is committed to empowering our employees through such earn and learn initiatives.

The Group continues to focus on a variety of initiatives to address the industry wide challenges in recruiting sufficient skilled labour, including its ongoing partnership with BetterWeld, a specialist training provider, together with working in partnership with other local education providers.

The Group's balance sheet remains strong with net assets of £50.4 million at 31 December 2025 (2024: £53.0 million), with a continuing strong gross cash balance of £20.5 million at 31 December 2025 (2024: £21.7 million) and the Group remains debt free.

During the year the Group undertook a restructuring of

its structural steel operations and ultimately resolved to close the Yate facility in Bristol, consolidating operations at Billington's Wombwell and Shafton sites in Barnsley, local to all other Group operations. Following a consultation with the affected employees at Yate, a proportion of them have now transferred to the Group's Barnsley facilities

and I am pleased to note that over 90% of the employees we unfortunately had to make redundant have now found alternative employment, many with assistance from Billington.

Billington Structures operated in a challenging market environment in 2025, with reduced demand and competitive pricing pressures, which impacted margins. During the year the business focused on more complex work, requiring less steel per productive hour, leading to a lower turnover, but a higher number of productive hours and generating a better margin than more commoditised structural steelwork projects. A number of projects increased in size as a result of client's instructed variations, which combined with certain client led on site delays, resulted in margin recognition on some projects being later than was initially forecast. The business continues to target sectors such as data centres and energy from waste where demand is more buoyant and greater opportunities are being presented.

Peter Marshall Steel Stairs again delivered robust results, continuing the strong performance seen over the past five years, operating at full capacity for much of the year. The company currently enjoys a strong order book for

the current year and into 2027, both for projects being undertaken by Billington Structures and other clients, with significant prospects to secure further business.

The Easi-Edge perimeter edge protection and fall prevention business experienced a challenging 2025, with a continued depressed multi-storey building construction market. A number of cost rationalising measures have been undertaken to ensure Easi-Edge remains a profitable market leader and is appropriately placed for the future.

Emerging sectors are presenting increased opportunities for its products and utilisation rates are expected to increase during 2026.

Hoard-it enjoyed another record year in 2025, with a particularly robust performance in the second half. The business is currently experiencing strong demand for its primary products as the volume of construction project commencements has steadily increased over the course of 2025.

Specialist Protective Coatings ("SPC"), formed in March 2022, has built a strong reputation in the industry and again proved its value to the Group. SPC enjoyed a record year in 2025, operating at near full capacity servicing both Billington and third-party projects. The business has wide ranging future opportunities and appropriate routes to increase capacity are being investigated.

The Group has a strong and growing order book for the remainder of 2026 and into 2027. Whilst challenging market conditions persist, I believe the Group is very well placed for the future and to deliver an improved performance in 2026.

and dedication of its workforce, and I would like to place

on record my thanks to the whole Billington team for their contribution in 2025. The Group remains committed to supporting its employees, particularly when cost of living challenges continue to be experienced.

As part of the Board's focus on ensuring that the Group management structure is appropriate for the business' needs, now and in the future, Trevor Taylor, the Company's Chief Financial Officer, was appointed to the new Board role of Chief Operating Officer, effective from 1 October 2025. Dave Jones, previously Finance Director - Group Companies, joined the Board on 1 October 2025 as Chief Financial Officer, after successfully leading the operational finance functions at the Company since 2019.

The transition of Trevor to Chief Operating Officer was a recognition of the role that he had increasingly been performing over recent years as the Group has grown and is enabling an increased focus on operational

excellence, cost optimisation and effective project delivery, while ensuring the resources of the Group are aligned with current and projected market conditions.

In August 2025, Lyndsey Scott, a Non-Executive Director of the Company, indicated her intention to step down when a suitable successor was identified. Lyndsey stepped down from the Board, post year-end, on 31 January

2026. I would like to thank Lyndsey for her valuable contribution to the Company and wish her well for the future. On 2 February 2026 Sharon Daly was appointed as an Independent Non-Executive Director and Chair of the Company's Remuneration Committee. Sharon brings

significant experience and expertise to the Board, including with other publicly quoted companies, and I look forward to her input and support in assisting the Group to achieve its development and growth objectives.

We also continue to strengthen the management team within the Group's operations and Ian Dawson joined the Group in September 2025 as Billington Structures' Technical

Sustainability

Billington believes that operating in a sustainable and responsible manner is key to the growth and success of the Group. The Group has established a Sustainability Committee to identify, develop and implement carbon reduction projects, together with ensuring the Group's social impact is optimised through the delivery of a wide range of social projects.

Billington has a structured, governance-led sustainability strategy with a clear net zero roadmap. Billington is committed to achieving, as a minimum, the goal set by SBTi (Science Based Targets Initiative), of a 50% carbon emissions reduction by 2030 and net zero by 2050. There is a significant global initiative to ensure 'clean steel' and Billington are proud to be a member of SteelZero, a global standards and certification initiative designed to deliver environmentally responsible production of steel and speed up the transition to a net zero steel industry. The Group engages with its steel suppliers to understand their net zero strategies and secure access to lower-carbon steel.

In addition, the Group seeks to imbed low-carbon design principals in its projects to reduce their embodied carbon as far as possible.

During 2025 the Group continued to use electricity procured from 100 per cent green energy with a REGO accredited zero per cent emissions factor, as has been the case since May 2023. The Group also continued the offsetting of all Scope 1 and Scope 2 emissions via Carbon Neutral Britain's Woodland Fund, ensuring the Group is carbon neutral

on a market-based basis. While offsetting is not a carbon reduction measure, it complements the Group's direct emissions reduction initiatives. Billington also maintains the 'Gold Standard' awarded by the British Constructional

Steel Association for meeting the requirements of the 'Steel Construction Sustainability Charter'.

1 2

Chairman's Statement

Industry

The Group operated throughout 2025 against a backdrop of subdued construction activity and ongoing margin pressure across the structural steel sector, with a number of competitors experiencing reduced workloads and,

in some cases, pricing at unsustainably low margins to maintain factory utilisation. Main contractor insolvencies and profit reductions continued to affect confidence across the industry, and credit insurers have remained cautious, making insurance cover more difficult to secure. Notwithstanding this environment, the Group maintained appropriate credit protection across its project portfolio.

Steel prices during the year were relatively stable, with modest increases experienced in the later part of the year and we anticipate further upward movement during the course of the current year. This expected upward movement in the current financial year is likely to be exacerbated

by ongoing global geopolitical tensions, trade protection measures and supply chain disruptions, coupled with rising input costs, particularly for energy. However, the Group does not expect supply to be significantly affected and the Group's established procurement strategy, which materially hedges steel requirements on secured contracts, continues to mitigate short term price volatility and protect margins.

The UK Government has recently published it steel strategy whereby it intends to implement quotas on a range of steel products currently imported into the UK from 1 July 2026. The final quotas for a series of steel products are yet to be finalised, although for some products the reduction from the current level of quota are anticipated to be significant. The published steel strategy is intended to promote and support steelmaking activities in the UK through the increased use of steel products manufactured in the UK. Contained within the announcement is a policy that steel utilised in public sector projects should be procured from UK steel manufacturers to further support and enhance the output of UK steel producers, a policy which the Company supports. Until the final quotas have been announced it is difficult to assess the potential impact on the wider steel industry and associated inflationary and product availability impact on the raw materials the Group utilises.

Encouragingly, business confidence has improved modestly since the Autumn Budget, with a number of previously deferred projects now proceeding. Whilst margins across the broader market remain competitive, the volume

and scale of opportunities have increased. Activity is strengthening in sectors aligned with long-term structural demand, including environmental and sustainability-related projects, carbon capture, public sector infrastructure, data centres and energy-from-waste schemes. Specialist bridge

work, particularly complex and heavy structures, also remains comparatively robust.

Overall, whilst the industry environment during 2025 was

challenging, the outlook for 2026 is more encouraging.

We are seeing improving enquiry levels, a strengthening pipeline of work and selective margin recovery in specialist markets. The Group remains focused on disciplined contract bidding, specialist project delivery and prudent risk management to navigate the evolving market conditions.

Current Trading and Outlook

Billington delivered a resilient performance in 2025 against a backdrop of subdued construction markets and continued competitive pricing pressure across the sector.

Whilst revenue was impacted by a shift in work mix towards more complex, specialist projects, operational output remained strong and margins were supported by disciplined bidding and careful contract management. Several of our businesses, notably Hoard-it and Specialist Protective Coatings, achieved record or near-record performances, demonstrating the strength and diversity of the Group's business model. Decisive action was taken to consolidate operations through the closure of the Yate facility, creating a more efficient cost base and strengthening the Group's long-term capacity utilisation.

Cash generation remained robust, with a strong balance sheet and significant net cash at the year end. This financial strength provides the Board with confidence in maintaining a consistent dividend policy and underpins our ability

to invest selectively in growth, capacity and strategic opportunities. The introduction of a share Save As You Earn scheme across the Group further aligns our employees with shareholders and reflects our continued focus on long-term value creation.

Looking ahead, whilst market conditions remain competitive, enquiry levels and project flow have improved. Activity in infrastructure, environmental and certain specialist sectors is particularly strengthening, and the Group entered 2026 with a solid order book and increasing confidence. Supported by a streamlined

operational structure, a disciplined approach to risk, and a strong financial position, the Board believes the Group is well placed to benefit from a gradual recovery in industry

conditions and to deliver an improved financial performance

in 2026.

With the ongoing conflict in the Middle East we have experienced heightened price volatility of raw materials and energy prices, driven by uncertainty around supply chains and logistics routes. We anticipate that these pressures will persist in the near term, particularly where disruption to

established trade corridors or shipping routes continues to impact availability and pricing dynamics. In response, the Group continues to deploy a range of established, short-term and project-specific hedging mechanisms across

its principal input costs. These measures are designed to provide a degree of cost certainty and to materially protect margins, while retaining sufficient flexibility to respond to changing market conditions. Alongside this, we maintain disciplined procurement practices and close engagement with our supply chain to manage risk and optimise pricing.

Project Merlin Footbridge, Watford

More broadly, the potential secondary effects of a prolonged period of geopolitical instability, including any adverse impact on the UK macroeconomic environment, inflationary pressures, and levels of consumer and business confidence, remain uncertain. At this stage, it is not possible to quantify the full extent or duration of such impacts. We continue to monitor developments closely and will take further mitigating actions where appropriate to protect

the Group's operational and financial performance, while ensuring we remain well positioned to respond to both risks and potential opportunities as they arise.

Ian Lawson

Non-Executive Chairman

20 April 2026

4

In closing, I would like to thank Billington's Board, employees, shareholders and all stakeholders for their continued support.

3

Group Strategy

The business model of the Group is to operate as a designer, manufacturer and installer of structural steelwork through its subsidiaries Billington Structures Limited, Peter Marshall Steel Stairs Limited and Specialist Protective Coatings Limited, and as a supplier of safety solutions and barrier systems to the construction industry, through its subsidiary Easi-Edge Limited, as well as providing specialist site hoarding and branding systems through Hoard-it Limited. The parent company acts as a holding company providing management services to its subsidiaries.

Billington strives for continuous improvement in all aspects of its operations to ensure we harness the energy of our people and deliver for our clients in a safe, economic and sustainable manner, enabling the value for our shareholders to be maximised.

The Group has adopted five key pillars to its strategy which constitute the strategic objectives and focus of the business to drive shareholder value. The five key pillars, or '5 P's', are underpinned by the Group's value system and are focussed on developing, progressing and managing the areas that can add value and protect our business from unnecessary risk to secure its long-term future, and are set out below:

In 2025 a strategic review of the Group's asset base was positively and decisively implemented with the closure of Yate facility, and transfer and expansion of productive capacity to the Barnsley based facilities. Maximising

the output capability of the Barnsley facilities, with the expansion of the night shift, reduced the cost base per productive hour and moving forward will ensure margins are maximised on current and future contracts.

The Group's five-year capital expenditure programme has been substantially delivered with quality, capacity and capabilities all experiencing significant enhancement.

Two principal machines remain to be replaced which were deferred from 2025. It is anticipated one machine will be replaced in each of 2026 and 2027.

Ensuring resources are available to allow Hoard-it, Peter Marshall Steel Stairs and SPC to continue to develop and increase their contribution to Group profits will be a focus for 2026. Managed and controlled growth of all companies, when economic conditions permit, will be a key aspect of

The renewables, carbon reduction and sustainable energy sectors are all areas in which the Group sees future expansion and increased opportunity. These complex, quality demanding sectors are where the Group, with

its comprehensive expertise, can add significant value and generate enhanced margins. Energy from waste schemes, in which the Group specialises, draws many parallels with similar renewable, carbon capture and nuclear developments, sectors whereby future growth is anticipated.

People

of people into our

exciting industry

supports the Group's business model

and strategy and to engender a culture of delivering value to all stakeholders

Properties

to provide our businesses the ability to grow and prosper

Product

Position

expand the Group's operations to provide construction solutions to our clients

Planet

operational decisions

carbon reduction

the growth strategy for 2026 and beyond.

North Lindsey College, North Lindsey College

5 6

Billington has continued to grow market share in all its areas of focus

2025 was a resilient performance by the Group, across all its business units, against a very challenging market backdrop, with continued pricing pressure. Whilst demand remained below historic levels across the industry for much of the year, particularly in the first half, the Group maintained strong operational output and protected margins through its disciplined approach and careful project selection.

Billington Structures experienced challenging market conditions throughout 2025, with industry output declining for a second consecutive year, with reduced project starts and ongoing margin pressure across the sector. A number of competitors experiencing reduced workloads bid for contracts at unsustainably low margins to maintain factory utilisation. Against this backdrop, the focus remained on disciplined contract bidding, selective project choice and operational efficiency.

Operational Review

Whilst revenue reduced year-on-year, this reflected a deliberate shift in work mix rather than a loss of productive capacity. During the year, the business was heavily weighted towards complex, higher-value projects, including energy-from-waste schemes, environmental infrastructure and other specialist contracts. These projects require materially higher fabrication hours per tonne of steel used and extended engineering input, resulting in lower headline revenues, but supporting margin resilience. Internal

discipline to secure workload. As the year progressed, enquiry levels began to improve, particularly following greater clarity around public spending commitments following the November UK budget. The Group has secured a number of projects in infrastructure, carbon capture, data centres and public sector developments, which provide good visibility for 2026.

Operationally, we continued to enhance the manufacturing facilities. The £1.7 million expansion at Shafton is now fully operational and is providing increased capability in heavy and specialist fabrication, including bridge structures. This investment positions the business to capture higher-value opportunities and further diversify its sector exposure.

During the year Shafton Steel Services, again utilised its market leading processing capabilities to undertake a number of sizeable projects for customers outside of the Group which included large plate profiling and cutting, countersinking and the manufacture of specialist large

During the year we secured additional technically demanding, higher-value contracts, that were able to deliver an appropriate margin. The Group's continued focus on complex projects capable of maximising returns, combined with ongoing investment in manufacturing capability, including the expansion at the Shafton facility and the consolidation of operations following the closure of the Yate site, has enhanced efficiency and utilisation across the Group's facilities.

Billington has continued to grow market share in all its areas of focus and the Group's strategic positioning, supported by a strong balance sheet, has enabled Billington to navigate a competitive market environment while maintaining financial strength. With an improving order book and pipeline of opportunities, I believe the Group is very well placed to benefit from a gradual recovery in market conditions,

whilst retaining the resilience required to manage ongoing

economic uncertainty.

Billington Structures and Shafton

Steel Services

Billington Structures is one of the UK's leading structural steelwork contractors with a highly experienced workforce capable of delivering projects from simple building frames to complex structures, in excess of 10,000 tonnes. Now focused on two facilities in Barnsley and a heritage dating back over 75 years, the business is well recognised and respected in the industry with the capacity to process over 50,000 tonnes of steel per annum.

The Shafton facility now operates in three distinct business areas. The first undertakes general constructional steelwork activities for Billington Structures. The second, Shafton Steel

Services, offers a complete range of steel profiling services to many diverse external engineering and construction companies, allowing for the supply of value added, complementary products and services enhancing the comprehensive offering of the Group. The third, following investment in the construction of a dedicated facility, is the manufacture of bridgework and other complex and heavy structures, through its Tubecon division.

During the year the Group undertook a restructuring of

its structural steel operations and ultimately decided to close the Yate facility in Bristol, consolidating operations at Billington's Wombwell and Shafton sites in Barnsley, local to all other Group operations. Following a consultation with the affected employees at Yate, a proportion of them have now transferred to the Group's Barnsley facilities.

In addition, new staff have joined the Group at the two Barnsley facilities, and a further expansion of night shifts will mitigate the loss of capacity at Yate. The Yate production facility largely ceased operation at the end of 2025 with the small technical and project management office, located at Yate, remaining unaffected.

The consolidation at Barnsley will not materially impact the Group's productive capacity, but provides the Group with the flexibility to more closely align operational capacity with market demand, together with reducing overheads and delivering significant cost and operational efficiencies. Recent capital investments at the two Barnsley facilities have allowed for an increase in productive output and the transfer of machinery from Yate will reduce the requirement for future capital expenditure. The Company is now exploring options to maximise the value of the Yate site and expects to conclude a sale in H2 2026.

productivity remained strong, with the Group's fabrication facilities operating at high levels of utilisation despite lower purchased steel volumes.

2025 noted some unique issues for the business with significant growth in the size of a number of contracts as a result of client instructed variations. This, combined with a number of client led contract delays, resulted in margin recognition being later than forecast at the inception of the affected contracts, deferring margin into 2026.

The strength of our forward order book entering 2025 enabled the business to avoid the most aggressive pricing conditions experienced elsewhere in the market.

Importantly, we did not materially compromise our margin

fittings. The business has a strong order book and a healthy pipeline of future business with new and existing clients.

The structural steel business continues to serve a wide variety of markets, with a good and diverse portfolio of customers. Particularly strong demand is continuing to be seen in the energy from waste and data centre sectors, with others showing signs of recovery. In particular, Billington has built a strong position in the energy from waste sector and is well positioned to win further business in what is a complex market with less competition. Whilst large office developments remain limited and industrial warehousing

developments remain at lower than historic levels, Billington Structures continued to secure contracts in these areas.

Hallenbeagle RTS, Cornwall

7 8

Operational Review

The larger projects undertaken by Billington Structures

during 2025 included:

Power Generation - London

Power Generation - Glasgow

It is pleasing to note that again some of the Company's complex and challenging projects were recognised in some of the industry's most prestigious awards. The indoor

All England Lawn Tennis Centre (AELTC) at Wimbledon, delivered by Tubecon, secured a Structural Steelwork Design Award (SSDA) in the period. The structure was described

by the judges as follows: "The Indoor Tennis Centre at Wimbledon, distinguished by its graceful double-curvature roof, is beautifully finished and an outstanding addition

to the estate. Exposed structural steelwork enhances the interior, creating a striking and welcoming volume.

Exemplary coordination between disciplines ensured refined detailing, resulting in a building of clarity and elegance."

Billington Structures has a very healthy order book relating to the quantum of productive hours secured, providing good visibility for the remainder of 2026 and confidence that Billington Structures will provide a materially improved contribution to the Group in 2026. The mix of secured work for 2026 includes a balanced combination of complex and more standard structural contracts, which should support a recovery in reported revenue alongside improved profitability. With an improved cost base following the consolidation of Yate into the Barnsley facilities, an experienced management team and a growing order book, Billington Structures entered 2026 with increased confidence and is well positioned to benefit from a gradual recovery in market conditions.

Tubecon

Tubecon, a trading division of Billington Structures, is one of the UK's leading structural steel fabricators specialising in Architecturally Exposed Structural Steelwork (AESS), complex steel structures and bridges in a number of sectors including retail, commercial, public buildings, education, health, rail, sport and leisure, artworks and infrastructure projects across the UK.

Following the recruitment in April 2024 of a number of specialist bridge fabricator employees from SH Structures, when it was placed in administration, the business built on its increased capacity and capability to provide a full service from concept to delivery of complex steel bridges in 2025. In addition, the Group undertook a capital expenditure programme, which was completed during 2025 at a cost of approximately £1.7 million, which included a new workshop building at the Group's Shafton site, to ensure Tubecon

has the capacity and capabilities to manufacture the most

complex bridges.

9

Strong demand, at healthy margins, is being experienced for the type of heavy and complex steel bridges Tubecon is able to supply. Tubecon has secured significant new business for delivery in 2026, including the recent award of an approximately £10 million order, Tubecon's largest to

date, for a steel bridge to be fabricated in multiple sections and assembled on site, and has a healthy pipeline of further opportunities.

Specialist Protective Coatings

Specialist Protective Coatings was formed in March 2022 following the Company's acquisition out of administration of the trading assets of Orrmac Coatings Ltd. SPC is focused on surface preparation and the application of

high-performance protective coating systems for industrial and infrastructure assets across a wide variety of sectors, including power generation, water, bridges and transport infrastructure, commercial offices and data centres. In addition, the Group has continued the expansion of SPC's dedicated on-site painting service to enable SPC to be

a one-stop-shop for the painting requirements for the

structural steel sector.

The business continued to make excellent progress and delivered a record result in 2025, servicing both internal Billington work and a growing base of external customers, including for its on-site painting operations. In 2025 the business operated at near full capacity, including the continued operation of the night shift introduced in 2024, enabling the business to focus on higher margin work.

Following the Drinking Water Inspectorate (DWI) approval received in 2024, SPC completed two significant water projects during the year and has a healthy pipeline of further business in the water sector, taking advantage of increased infrastructure investment being undertaken.

The addition of SPC to the Group offering and it's improving efficiency has significantly improved the overall performance of the internal Billington companies that utilise its services, mitigating risk and cost to Billington, while being an increasingly significant independent profit generator for the Group.

Notable projects undertaken by SPC in 2025 included:

SPC currently has a strong pipeline of work and is again expected to be operating at near maximum capacity during 2026. With the significant further opportunities for SPC

the Group continues to explore appropriate options to potentially increase capacity.

Peter Marshall Steel Stairs

Based in Leeds, Peter Marshall Steel Stairs is a specialist designer, fabricator and installer of bespoke steel staircases, balustrade systems and secondary steelwork for both Billington Structures projects and those contracts being undertaken by others. It has the capability to deliver stair structures for the largest construction projects and in 2025 supplied projects including commercial offices, power generation, data centres, distribution warehouses and leisure schemes.

Peter Marshall Steel Stairs delivered a resilient performance in 2025, with strong turnover and high levels of operational activity, despite subdued conditions across the wider market. While margins were impacted by the competitive pricing environment, the business achieved a good result relative to prevailing market conditions, and it remains an important contributor to Group profit.

Contracts were secured from a variety of sectors, and notable projects undertaken by Peter Marshall in 2025 included:

Braintree

Peter Marshall Steel Stairs currently has a strong order book providing good visibility for 2026 and into 2027.

The business is effectively utilising the increased capacity installed in 2024, focusing on efficiency and the appropriate use of third-party contractors to ensure it remains very well positioned for the future.

Easi-Edge

Easi-Edge is a market leading site safety solutions provider of temporary perimeter edge protection and fall prevention systems for hire within the construction industry. Health and safety is at the core of the business, which operates in a legislative driven market. Easi-Edge is a founder member of the Edge Protection Federation (EPF) and has developed a training course to qualify personnel working in the construction industry and explain the requirements of edge protection on site. As falls from height remain one of the main causes of injuries and fatalities within the industry, installing edge protection correctly is fundamental to site safety.

Easi-Edge experienced a challenging year in 2025, with lower utilisation rates reflecting continued weakness in the multi-storey building market and intense competitive pricing across the sector. Turnover reduced year-on-year

and profitability was impacted as surplus capacity within the industry led to heavily discounted pricing from competitors.

In response, cost reduction measures were implemented to ensure the business was appropriately positioned for the prevailing market conditions. These actions have stabilised performance and ensured that Easi-Edge remains a contributor to Group profits.

The modernisation and improvement programme that commenced in 2024 progressed during the year, with just over half of the barrier stock now upgraded. The pace of replacement was moderated in light of subdued market conditions, but it is expected to accelerate as demand improves. In addition, the business is developing a number of complementary products aimed at broadening its revenue streams and enhancing resilience, ensuring its market position is sustainable over the long term.

10

Operational Review

Whilst trading conditions remain competitive, the position has stabilised and enquiry levels have shown signs of improvement. As sector activity recovers, Easi-Edge is well positioned to benefit from an upturn in demand.

Significant projects undertaken by Easi-Edge in 2025

included:

Workington

Hoard-it

Hoard-it designs, fabricates and manages a range of environmentally sustainable, re-usable, temporary hoarding solutions, which are available on both a hire and sale basis, tailored to the requirements of its customers. The Hoard-it offering is complimented by Brand-it, providing an on-site graphics solution utilised on both Hoard-its' own products and increasingly on those installed by others as Brand-it expands its product offering.

Hoard-it delivered another outstanding performance in 2025, recording record revenue and profitability as new clients and new projects were secured in sectors ranging from residential to manufacturing, commercial and retail developments. The business operated at full capacity for much of the year and benefited from the

Group's investment in stock levels in advance of anticipated demand, enabling rapid deployment of its solutions. The business is now very well established as a leading supplier in its sector and is increasingly being seen as the supplier of choice, both in commercial and residential developments.

During the year Brand-its' graphics solutions were further expanded, being utilised on both product supplied by Hoard-it and third parties. This is a value added, margin

enhancing offering, that is enabling the business to be increasingly attractive for high-profile developments of all types.

This strong performance is expected to continue in 2026, with the principal constraint on further growth being physical capacity rather than market demand, with efforts ongoing to secure additional premises to support future expansion.

Significant projects were undertaken for both new and existing customers and notable projects in 2025 undertaken by Hoard-it included:

Edinburgh

Our People

Billington finished 2025 with 449 employed at the year end, a decrease of 14% over the 520 employed at the end of 2024.

During the year, following a detailed strategic review of property assets and cost efficiencies across the Group, the decision was taken, following a consultation with the effected employees, to close the Yate facility in Bristol.

Regrettably, the closure resulted in redundancies. However, during the consultation process a number of employees were offered the opportunity to transfer within the Group, with 14 people having now relocated to the Barnsley facilities. In addition, the Group provided support and assistance to those being made redundant and I am pleased to note that over 90% of the affected employees have since secured alternative employment. I would like to take this opportunity to thank the Yate team for their professionalism and contribution to the Group over many years.

In addition to recruiting skilled labour locally, particularly from other companies that have faced difficulties and reduced their labour forces or ceased business entirely, the Group continues to focus on its schemes to train

and develop skilled labour. Close relationships are being maintained with a number of local education providers, and the Group has provided support to the regional education sector through collaborations with Barnsley College, the University of Sheffield and Sheffield Hallam University. The Company regularly attends educational career days, hosts school visits to its sites and seeks to develop talent from a young age with its range of internal training programmes across all departments of the business.

Billington continues and has expanded its partnership with BetterWeld, a specialist training provider, to provide fabrication/welding training for its two Barnsley based facilities. This partnership is providing good access to trained personnel on a consistent basis through the structured training and development programme. Internally, the Billington Academy continues to assist apprentices and other staff with training and upskilling, including business best practice and compliance training.

We continue to actively promote the Group's apprenticeship and graduate schemes in other areas, particularly focusing on technical staff. Additionally, Billington continues as an advocate, promoter, and contributor to the British Constructional Steelwork Association's CRAFT apprentice programme. The scheme has become an important path for the Group to train, educate and progress structural steelwork fabricators.

The Group treats its staff fairly in all aspects of their employment, valuing their contribution to the achievement of Group objectives and providing them with opportunities for training and development.

During the year, the Group also introduced a share SAYE scheme to encourage our employee's long-term

engagement with the business. The scheme provides a tax-efficient opportunity for employees to acquire shares in the Company, enabling them to participate directly in its future growth and success.

Health, Safety, Sustainability, Quality and the Environment

The Board remains firmly committed to maintaining the highest standards of health, safety, sustainability, quality and environmental performance across the Group. These principles are embedded within the Group's operating framework and underpin the delivery of long-term, responsible growth.

Health and safety is, and will always remain, our first priority. Guided by the Health and Safety department, we continue to operate a robust management system certified to ISO 45001 and subject to external audit through the Steel Construction Certification Scheme. Performance is reviewed regularly at both senior management and Board level,

supported by Director-led site engagement and ongoing workforce training. The Group aims to be proactive in the identification, reporting and resolution of risks both in our production facilities and on site and to ensure that we are able to mitigate the risks and promote safe ways of working, with the goal of eliminating all avoidable accidents. We are also actively involved in a number of initiatives both locally and nationwide to ensure the safety of our and other's staff. The Group's accident frequency rate remains below industry benchmarks, reflecting the strong safety culture embedded across the Group.

With sustainability and environmental management, we have continued to make tangible progress against our carbon reduction roadmap. During the year, gross Scope 1 and Scope 2 emissions reduced, supported by the continued sourcing of 100% renewable electricity across our facilities and ongoing operational efficiency improvements. We remain 'carbon neutral' through the

offsetting of residual emissions and continue to evaluate lower-carbon fuel alternatives across our operations. Our medium and long-term targets remain unchanged: a 50% reduction in emissions by 2030 and 'net zero' by 2050.

Climate-related risks and opportunities are fully integrated into our risk management framework and overseen by the Board and Sustainability Committees. We also continue

to operate under ISO 14001 environmental standards and maintain 100% recycling or recovery of hazardous waste, demonstrating disciplined environmental management across our fabrication and site activities.

Quality underpins Billington's reputation and client relationships. The Group's ISO 9001-certified systems ensure consistent operational control, continuous improvement and delivery to the high standards expected by our customers. Strong governance and regular reporting to the Board provide assurance that compliance and performance remain aligned with our strategic objectives.

Collectively, these frameworks provide a disciplined and proportionate approach to managing operational risk, supporting resilience and reinforcing our position as a responsible and reliable delivery partner in our markets.

Charity

The Billington Charity Foundation was launched in September 2016 and Billington continues to be a significant advocate and supporter of both local and national charities.

Throughout 2025, Billington donated to charities including Cancer Research UK, Barnsley Hospice, Fareshare Yorkshire and a variety of other cancer related charities, together with a range of local sports teams and other causes of which our employees are involved. The Group actively encourages involvement in initiatives intended to improve the local areas in which our people live. Every year the Billington team is asked to choose a charity they would like to see the Group support and the Group's charity of the year for 2025 was Cancer Research UK, as in 2024.

11 12

Operational Review

Steel and Wider Construction Industry

2025 was, like 2024, a period of relative supply side price stability, with steel material prices largely remaining stable, although some prices rises were experienced in the later part of the year, a trend we expect to continue in 2026 as market activity improves. The Group continued to be able to hedge its steel requirements for secured contracts, providing price certainty for customers and contract margins. Some projects have returned to the market, as a

result of the stabilisation of steel and other building material prices and this provides further confidence that the Group will experience improved market demand during 2026.

The UK steel production sector remains in a period of structural transition, shaped by high energy costs, global overcapacity and the shift towards lower-carbon manufacturing. Major producers such as Tata Steel and British Steel have continued to restructure operations, with investment plans focused on electric arc furnace technology, using recycled steel, to replace ageing

blast furnaces, producing virgin steel, supported in part by UK Government funding. The decommissioning of domestic blast furnaces and subsequent replacement of lower emitting electric arc furnaces is not anticipated to

significantly impact the availability of the primary products the Group utilises.

Billington keeps its steel supply options under constant review and employs a variety of measures to allow the Group to reduce its exposure to volatility in steel prices and any variability in supply over the short term. The Group

has a forward looking strategy, with hedging undertaken, where possible, in times of price stability or rising prices, coupled with appropriate stockpiling of steel, to enable most project's principal pricing risk to be materially covered. Although, over the longer-term, any price rises are passed onto customers as far as possible. The Group also continually reviews its steel procurement strategy in order to minimise its reliance on any one supplier as far as possible.

The Group communicates fully and openly with customers regarding costs of work undertaken and provides accurate and honest guidance and advice to customers to ensure their requirements are met.

The Group strives to develop positive relationships with suppliers to ensure both parties understand each other's problems and requirements. It will not use current or potential contracts to coerce suppliers into unsustainable offers.

The Group is proud of its long standing and committed partner relationships with its supply chain and in turn seeks to treat them fairly with timely payment for works and the continued implementation of a 'no retention' policy. The Group also continues to actively work with trade bodies

to seek to remove all cash retentions in the industry and achieve reasonable contract terms and conditions.

Strategy, Investment and Acquisitions

In 2025 the Group continued its strategy to improve operating margins through the investment and upgrading of some principal items of capital equipment, combined with projects to improve the utilisation of the Group's fixed asset base, particularly the consolidation of the structural steel operations in the Barnsley facilities, with the closure of Yate. 2025 was the final year of the Group's five-year capital replacement programme and whilst further capital expenditure is expected in 2026, the level is expected to reduce.

During the year approximately £3.3 million was spent on capital projects, including approximately £1.2m completing the new dedicated production facility and other building works at our Shafton site, which became operational in June 2025. Other significant capital expenditure projects in the year included an investment of approximately £1.2 million in additional, or replacement, hire stock for Hoard-it and Easi-Edge.

We also continue to assess suitable acquisition opportunities as they arise, and the Group's strong balance sheet provides the ability for the Group to undertake complimentary acquisitions. The Group is currently debt free with a very strong cash balance, and the three-year

£6.0 million Revolving Credit Facility entered into with HSBC in 2024 provides additional flexibility to capitalise on acquisition opportunities should suitable and appropriate prospects be identified.

Prospects and Outlook

I am pleased with the Group's resilient performance in 2025, delivered against a backdrop of subdued demand and sustained pricing pressure across the structural steel sector. Whilst overall market conditions remained challenging, particularly during the early part of the year, the Group's continued focus on operational efficiency and specialist capability enabled us to protect margins

and maintain strong internal productivity. Our investment in manufacturing capability and capacity, including the expansion at Shafton and the consolidation of operations following the closure of Yate, has strengthened utilisation and created a more efficient cost base for the future.

The mix of work during 2025 was weighted towards complex, labour-intensive projects, including those in the energy-from-waste, environmental infrastructure and specialist bridge sectors. This strategic shift reduced reported revenue relative to that seen historically, but

supported margin resilience and demonstrated the benefits of our strategy to focus on technically demanding sectors capable of delivering appropriate returns. Encouragingly, enquiry levels and project flow improved as the year progressed, with a number of previously deferred projects now moving forward.

Whilst pricing across the wider market remains competitive and credit conditions continue to require careful management, the Group entered 2026 with a strong order book and a growing pipeline of opportunities. Activity is increasing across infrastructure, sustainability-related and public sector sectors, and we are seeing a more balanced mix of contracts secured for delivery during the year and into 2027. Our strong balance sheet, significant net cash position and specialist market positioning provide the resilience to navigate ongoing uncertainty and the flexibility to take advantage of improving market conditions as they develop.

The Board remains alert to industry dynamics and will continue to review capacity, cost structures and strategic opportunities to ensure the Group is appropriately positioned for both current conditions and longer-term growth. Whilst macroeconomic visibility remains limited, we entered 2026 with increased confidence and expect an improved financial performance in 2026.

Mark Smith

Chief Executive Officer

20 April 2026

In closing, I would like to thank Billington's Board, shareholders and all stakeholders for their continued support, and in particular I would like to thank the Billington workforce for their continued hard work and dedication.

13 14

Key Performance Indicators

Revenue (£'m)

Measure

Revenue generated from operating activities in the financial

year.

Target

To increase revenue by expanding the scale and quality of our operating businesses both organically and through strategic acquisitions.

Progress

Revenue reduced by 15.4%, despite a 4.2% increase in Group productive hours, reflective of the Group's focus on more complex projects with reduced steel content.

Profit before tax (£'m)

Measure

Profit before tax

Target

To deliver sustainable growth in profit before tax.

Progress

Underlying profit before tax decreased 62.1 per cent to

£4.1m, reflective of the challenging market conditions, continuing pricing pressure across the sector and a number of client led project delays.

Operating profit margin (%)

Measure

Operating profit divided by revenue.

Target

To deliver sustainable growth in operating margins.

Progress

Underlying operating margins decreased to 3.6 per cent in the year, delivering a resilient performance in 2025 against a backdrop of subdued construction markets and continued competitive pricing pressure across the sector,

predominantly due to a number of client led project delays.

Cash and cash equivalents (net) (£'m)

Measure

Cash and cash equivalents comprise cash on hand and demand deposits, net of borrowings

Target

To maintain a strong financial position with sufficient capacity in our capital structure to enable continuing investment in the business with the ability to act swiftly when acquisition opportunities arise.

Progress

The strong cash position leaves the Group well placed to achieve both its short and long-term objectives to maximise returns, while providing financial security and providing the ability to invest and seek opportunities for diversification.

2025

20.5m

2024

21.7m

2023

22.1m

Return on Capital Employed (ROCE) (%)

Measure

ROCE is calculated as the annualised underlying operating profit divided by average net assets, adjusted for cash and defined benefit pension scheme.

Target

To deliver growth in ROCE to increase shareholder value.

Progress

ROCE decreased as a result of a reduction in underlying operating profit for the year.

* Adjusted opening net assets for £5.9m revaluation of properties.

Basic Earnings per share (EPS) (pence)

Measure

Basic EPS. Details of the calculation of EPS are included in

note 8.

Target

To deliver growth in EPS to increase shareholder value.

Progress

Underlying Basic EPS decreased 59.1 per cent as a result in

the reduction in profit described elsewhere as part of KPIs.

Dividend per share

Measure

Dividend per ordinary share declared in respect of the year (pence per share).

Target

Continue to provide consistent return to shareholders through regular dividends. Dividend cover of between 2.3 to 2.7, which is calculated as underlying basic EPS divided by dividend per share.

Progress

Dividend proposed based on underlying earnings and continues to provide return to shareholders reflective of the current market environment.

2025

11.0p

2024

25.0p

2023

33.0p

Accident Frequency Rate (own employees) (AFR)

Measure

AFR is the number of reportable injuries per 100,000 hours

Target

To remain below the industry average of 0.3.

Progress

Continued development of a behavioural safety programme has continued to lead to a good health and safety performance across the Group.

Direct Production Hours

Measure

Number of Direct Production Hours recorded against contracts in the Structural Steelwork segment.

Target

To increase productivity by expanding the scale of our operating businesses.

Progress

Increased production output by 4.2% in the current year.

15 16

million

Revenue

Net assets per share

million

Underlying profit before tax

million Cash

and cash equivalents

Underlying operating profit margin

Underlying earnings per share

from continuing operations

The restructuring of the structural steel operations and consolidation at Billington's sites in Barnsley, along with other projects to improve efficiencies and optimise the cost base, will enhance the recovery of overheads and provide increased confidence of improved margins in 2026 and 2027.

Financial Review

The gross cash balance at the year end was £20.5 million (2024: £21.7 million). The average gross cash balance during the year was £19.6 million (2024: £21.9 million). The strong cash position leaves the Group well placed to achieve both its short and long-term objectives to maximise returns, while providing financial security and the ability to invest and seek opportunities for further diversification.

In 2024 the Group entered into an agreement with HSBC, the Company's bankers, for a £6.0 million Revolving Credit Facility (RCF) for 3 years to provide enhanced flexibility to capitalise on acquisition opportunities should suitable and appropriate prospects be identified. The facility was not utilised in the period and the Group remains debt free.

Average staff numbers in 2025 increased 3.3% to 505, with an overall rise in staff costs of 5.6% year on year, excluding

the cost associated with Share Based Payments (SBP). At the year end employee numbers had decreased to 449 following the restructuring and closure of the Yate facility. It is anticipated that the headcount will increase throughout 2026 as night shifts continue to expand at the Group's Barnsley facilities.

The Group continues to maintain credit insurance on its customers where available at commercial rates. In light of the continued challenging macroeconomic environment, combined with increasing costs for fire remediation being incurred by some customers, the financial performance of clients continues to be impacted. Consequently, the level of insurance in the market has seen reductions in the limits being underwritten. As a result of the perceived increased risk in the construction sector, combined with the claim against the policy in the prior year relating to ISG Group Companies, the Group saw an increase to the insurance premium when the policy was renewed in 2025 at a fixed rate until 2028.

*Operating profit divided by total equity less the net defined benefit pension surplus and net cash.

Revenue decreased 15.4% year on year principally as a result of an increased mix of complex, labour intensive contracts with a lower proportion of steel content relative to productive labour requirements. Structural Steel revenue decreased 20.7% and revenue related to Safety Solutions decreased 2.3%.

The Structural Steel segment relates to Billington Structures, Peter Marshall Steel Stairs and Specialist Protective Coatings. Productive output, measured as the number of direct productive hours expended on contracts, was 4.2% higher in 2025 reflecting the

complex, labour intensive contracts being delivered in the period.

Underlying operating margins decreased to 3.6% in the year. With the Group now undertaking a smaller number of larger contracts, the timing of their deliveries and the resultant profit recognition, will have a more material impact on the Group's results in any particular period. The

programmed delivery of a number of contracts experienced client led delays that contributed to lower margin levels

in 2025. Statutory operating profit margin was 0.7% and the only difference between the statutory and underlying profits is due to £2.8m costs incurred as a result of the closure of the Group's Yate facility.

17

The operating margin achieved within the Safety Solutions segment decreased to 12.2% (2024: 18.9%) as a result of decreased volumes in the Easi-Edge business, which was impacted by the subdued multi-storey building market. The underlying operating margin achieved within the Structural Steelwork entities decreased to 2.3%, from 9.3% in 2024, as a result of pricing pressure combined with client led contract slippage, and the timing of a smaller number of larger contracts.

Underlying earnings per share decreased from 66.2 pence in 2024 to 27.1 pence in 2025, a decrease of 59.1%.

The Group secured a number of significant contracts in 2025 for delivery in 2026 and 2027. A high level of secured productive hours provides visibility and confidence for the Group in a challenging environment.

Current market sector projections indicate that UK structural steelwork consumption will increase in 2026 and continue

to expand in 2027, driven by growth in the data centre and power sectors that we continue to target and specialise in. Enquiry levels have begun to improve, particularly following greater clarity around public spending commitments following the UK Autumn budget. While margins across the wider market remain competitive, both the volume and scale of opportunities have continued to increase.

18

Financial Review

£'000

Current liabilities (17,626) (20,033)

Non current liabilities (4,317) (5,059)

Total equity 50,387 53,023

Dividends of £3.2 million were paid in the year. A dividend has been proposed in respect of the 2025 financial year of 11.0 pence per share (£1.5 million), covered 2.46 times earnings, and will be paid to shareholders in July 2026 upon approval at the AGM.

The Group remains committed to treating its suppliers and subcontractors fairly and to paying them in line with their agreed payment terms. It is the Group's policy not to withhold retentions from members of its valued supply chain.

In order to increase the Group's ability to deliver complex and heavy structures, a new construction facility on the Shafton site was completed during the year with the ability to manufacture structures up to 70 tonnes. The new facility

Retention balances, contained within trade and other receivables outstanding at the year end, were £2.2 million (2024: £5.2 million). It is anticipated that £1.6 million will be received within one year and £0.6 million in greater

Working capital at the year end was:

2025 2024

£'000 £'000

cost £1.7 million and enables Billington to deliver the heaviest of structures, including bridges.

The Group's five year capital investment strategy relating to the upgrading and enhancement of the principal pieces of equipment has provided positive results and the replacement programme has principally completed during 2025. Further capital expenditure will be required in 2026, however it will be at a reduced level compared to recent years.

Within non-current assets, property, plant and equipment decreased by £2.1 million, as a result of capital additions of £3.3 million, depreciation charges of £2.7 million, impairment charges of £1.7 million and disposal of assets with net book value of £1.0 million.

The net deferred tax liability at the year end was £3.4 million (2024: £3.6 million), being a deferred tax liability of

£1.4 million (2024: £1.7 million) related to temporary timing differences, combined with a deferred tax liability of £0.5 million (2024: £0.5 million) related to the defined benefit pension scheme surplus and £1.5 million related to the revaluation of land and buildings (2024: £1.5 million).

The decrease of £3.7 million in current assets included a decrease of £1.0 million in inventories, an increase of £0.4 million in contract work in progress, a decrease of £2.4 million in trade and other receivables, an increase in current tax receivable of £0.4 million and a decrease in the gross cash balance of £1.2 million.

19

than one year. Main contractor clients continue to insist upon the holding of cash retentions rather than the taking of an appropriate retention bond in order to maintain and preserve their cash resources. The Company continues to work with the wider construction industry to remove this practice.

Trade and other payables decreased by £2.5 million. Within this, trade payables and accruals decreased by £0.6 million and £0.4 million respectively, with contract liabilities and losses decreasing £2.3 million and social security and other taxes and other payables increasing by £0.8 million.

The movements in current assets and trade and other payables were all part of the normal operating working capital cycle.

Total equity decreased by £2.6 million in the year to £50.4 million. The financial position of the Group at the end of the year remains robust and provides a strong platform to drive shareholder value.

Inventories and contract work in progress 8,519 9,088

Trade and other receivables 14,203 16,598

Cash balances at the year end totalled £20.5 million and there were no borrowings outstanding (2024: £nil), representing a net cash position of £20.5 million (2024: £21.7 million).

The strong cash position also provides the Group with financial stability and allows investment in capital assets to improve operating margins and provide a comprehensive service to its clients.

20

Financial Review

Peterborough Court Canopy, London

The defined benefit pension scheme has remained stable in the period against a backdrop of continued difficult equity and bond markets. At the year end, a surplus of £1.9 million, along with a corresponding deferred tax liability of £0.5 million, has resulted in a net recognised surplus of £1.4 million (2024: £1.4 million).

To limit the Group's exposure to future potential pension liabilities, the decision was taken to close the remaining Billington defined benefit pension scheme to future accrual from 1 July 2011. The scheme's liabilities have moved broadly in line with the scheme's assets. The assets are primarily invested in UK Government bonds, and the scheme continues to remain in a strong surplus position with an unlikely requirement that funds will be required from the Group in the foreseeable future.

During the period agreement has been reached to cease the salary link with the remaining in service deferred members of the defined salary pension scheme. The scheme is now able to proceed towards a formal buy out of the schemes' liabilities. The removal of the scheme and its associated liabilities from the Group balance sheet is considered in the collective interests of the members and employer, with any surplus funds anticipated to be returned to Billington.

Employee Share Option Trust (ESOT)

The Group operates an ESOT to allow employees to share in the future continued success of the Group, promote productivity and provide further incentives to recruit and retain employees. Options are issued based on seniority and length of service across all parts of the Group.

A Long-Term Incentive Plan (LTIP) was introduced across the Group to assist in the remuneration of management and further align the interests of senior management and shareholders. Awards are made subject to achieving

progressive Group performance metrics over a three-year period.

At the year end there were 816,492 (2024: 890,086) share options outstanding at an average exercise price of

£0.01 (2024: £0.01) per share. Share options are in HMRC

approved and unapproved schemes.

The 2025 credit included within the accounts in respect of options in issue is £0.1 million (2024: charge of £1.1 million).

At the start of the year 400,000 new shares, representing

3.0 per cent of the enlarged issued share capital were issued to the ESOT at their nominal value of 10 pence per share, to allow for the future vesting of share options.

During the year, the Group introduced a share Save As You Earn (SAYE) scheme to promote long-term employee

engagement. The scheme offers a tax-efficient opportunity for employees to acquire shares in the Company, enabling them to participate directly in its future growth and success.

Dave Jones

Chief Financial Officer

20 April 2026

21 22

Sustainable and Responsible Business

SUSTAINABILITY STRATEGY

Billington believes that operating in a sustainable and responsible manner is key to the growth and success of the Group. The Group have a number of policies in place that underpin its day-to-day operations, ensuring the safeguarding of both the environment and its stakeholders. Sustainability issues which have been identified as being material to its business model and strategy are monitored and updated on a regular basis. This

highlights Billington's fundamental commitment to delivering sustainable and responsible business growth and development.

Planet

THREE PILLARS OF SUSTAINABILITY

COMPANY HIGHLIGHTS 2025

Planet

Commitment to

Net Zero targets

Local Barnsley

Net Zero

ISO 14001 CERTIFIED

RENEWABLE ENERGY

CARBON NEUTRAL SINCE 2022

Improved monitoring of hazardous waste

People

To operate with environmental

considerations at the forefront of all operational decisions

To ensure a safe working

environment and drive our

safety culture forward

To uphold strong corporate

governance through ethical leadership and transparent decision-making

To support, encourage and

take an active involvement in the UK's structural steelwork industry's drive for carbon reduction

To actively promote

and encourage the next generation of people into our exciting industry

To enforce a strict zero-

tolerance approach to bribery and corruption in all business dealings

To harness individuals' energy,

ambition and core skills

To ensure the Group

proactively seeks areas for energy reduction and operational efficiencies

To evolve a diverse,

inclusive and thriving

workforce

To promote a culture

grounded in integrity, honesty, and accountability across the organisation

To reduce waste through

proactive engagement with clients, optimum engineering and partnerships with the supply chain

To promote a corporate

culture based on sound ethical values and which fully supports the Group's business model and strategy and to engender a culture

of delivering value to all stakeholders

To ensure ethical behaviour is

embedded in all operations, aligning with the Group's core values and long-term strategy

To safeguard the welfare of employees through safe, fair, and responsible practices

To provide training and

Principles

People

Gold member of the 5% club since 2024

In partnership with BetterWeld, providing training for the local community

Charitable donations made of £9,000 through the Billington Holdings Charity Foundation

Continued support of 36

apprentices within the Group

Disability confident LEVEL 1 certification achieved

Principles

Robust Sustainability policies and procedures in place

Committed to procure 100% Net Zero steel by 2050

Supply Chain Sustainability School Gold Member

support that enables staff to recognise and respond appropriately to ethical challenges

Group Sustainability Committee and Executive Sustainability

Committee governing our sustainability strategy

BCSA Sustainability Gold Charter and member of the

BCSA Sustainable Committee

Committed to responsible procurement through EPDs, FSC, PEFC.

23 24

Non Financial and Sustainability

Information Statement

At Billington we are continually developing our sustainability strategy. In recent years, monitoring and managing the climate risks and opportunities that could potentially impact the Group has become a key priority to us. This is our first year in which we are publicly disclosing these climate risks and opportunities.

We are proud to have put our first Climate Disclosure report together which is aligned with the Task Force on Climate-related Financial Disclosures (TCFD) used to comply with the Companies Act 2006 Climate-related Financial Disclosure requirements. To ensure alignment, this section has been broken down into each of the four pillars of the TCFD (Governance, Strategy, Risk Management, Metrics and Targets).

1. GOVERNANCE

   1. Describe the Board's oversight of climate-related risks and opportunities

   2. Describe management's role in assessing and managing climate related risks and opportunities

The Board are responsible for overseeing the governance framework and all associated risks (which includes sustainability and climate-related risks). This ongoing risk assessment at Board level is provided through the Audit and Risk Committee which has responsibility for monitoring and management of the Group's risks, including climate-related risks and opportunities.

Climate-related risks and opportunities governance structure

1. STRATEGY

   1. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term

   2. Describe the impact of climate related risks and opportunities on the organisation's businesses, strategy and financial planning

   3. Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios

As part of our business processes, we identify climate-related risks and opportunities, assessing their likelihood and quantifying their potential financial and non-financial impacts and potential time horizons. Those risks with a higher impact are prioritised for action by the board.

We consider climate-related issues within the time horizons used in our risk management process. Risks and opportunities feed into our financial planning to the extent we expect them to impact our forecasts and/or strategic plan. Beyond that, we consider medium to long-term risks and opportunities when formulating the Group's overall strategy.

Transition risks

Short term < 5 years Medium term 5-10 years Long-term > 10 years

The ranking of each is determined based on the scoring of the risk within the Group's risk register. This scoring considers the potential impact (both financial and reputational damage) and likelihood associated with the crystallisation of each risk.

Climate-related transition and physical risks have been assessed as an overall low risk to the Group, which aligns with the Group's principal risk assessment.

The Board has delegated oversight of the identification and management of climate-related risks and opportunities

to the Audit and Risk Committee and the Sustainability Committees. The Board has overall responsibility for the Group's risk management and systems of internal control and for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives, which includes specific consideration of climate-related risks.

Climate related risks and opportunities are identified, assessed and managed at a Group level. A full risk assessment process is undertaken twice a year. Further details of the Group risks and opportunities are included in the following Strategy section.

The Group Sustainability Committee members included the following: Dave Jones (CFO), George Zacharias (Company Secretary), Claire Upperdine (Group HR Associate Director), Karen Moore (Group Quality and Environmental Manager) and Chantelle Johnson (Group Marketing Manager) .

The Group Sustainability Committee is supported by the Group Sustainability Champions. The Group's Executive

25 Sustainability Committee members include the Group

Executives and each business unit Director. This ensures that key management is represented across all business areas and that they share an aligned approach to climate-related matters. Effectively, this ensures that the Group's overall sustainability strategy is delivered successfully.

Beyond the committees themselves, business unit management teams help to manage climate-related risks and opportunities on a day-to-day basis - they are also driven to deliver on the Group's Net Zero roadmap and sustainability strategy.

The Sustainability Committees meet quarterly and engage with a wide range of senior managers and colleagues from across the Group to oversee the day-to-day implementation of our sustainability strategy and report on the progress

of the Group to the executive committee, who ultimately

report to the board.

The Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer are members of the Executive Sustainability Committee and, therefore, provide the board with regular written and verbal updates on climate-related matters.

26

Non Financial and Sustainability Information Statement

Transition risks (continued)

27

Physical risks

28

Non Financial and Sustainability Information Statement

Climate-related opportunities

Resilience of Group strategy

The Board has assessed the resilience of the Group's business model and strategy over the short, medium and long term, taking into consideration a range of climate-related scenarios and their potential impact on operations, financial performance and future prospects.

The resilience assessment considered three plausible climate-related scenarios, informed by publicly available transition and physical risk pathways:

1. Orderly transition scenario (low-emissions / Paris-aligned) - accelerated decarbonisation of the UK economy, driven by tightening regulation, carbon pricing, and increased customer demand for low-carbon construction solutions.

2. Disorderly transition scenario - delayed policy action followed by abrupt regulatory intervention, resulting in volatility in energy prices, materials costs and carbon-related compliance requirements.

3. High physical risk scenario - limited global mitigation leading to increased frequency and severity of extreme weather events, with associated impacts on construction activity, supply chains and project delivery.

These scenarios are not forecasts but are used to test the robustness of the Group's strategy under different climate-related conditions.

Under all scenarios, the Group's core business model, principally the fabrication and erection of structural steelwork, remains viable, but with differing risk and opportunity profiles.

The Group has limited direct exposure to long-duration climate hazards due to the predominantly project-based nature of its activities, but indirect impacts through the supply chain and client demand are expected to increase over time.

The Board considers the Group's strategy to be resilient under the scenarios assessed, supported by the following factors:

In the disorderly transition scenario, margins could be adversely affected in the short term by rapid cost

escalation. The Group's strategy emphasises disciplined bidding, contractual risk allocation, and selective project acceptance to maintain resilience.

While climate-related risks may increase operating costs and capital expenditure requirements over time, particularly in relation to energy use and compliance, the Board does not consider that these risks threaten the Group's solvency or long-term viability under the scenarios assessed.

The Group's climate-related scenario analysis remains at an early stage and is primarily qualitative. Over time, the Board intends to enhance the analysis by incorporating more granular data on energy usage, supply chain emissions,

and project-level carbon requirements, where this is proportionate and decision-useful.

The Board will continue to review the resilience of the Group's business model and strategy as climate-related risks, regulations and market expectations evolve.

1. RISK MANAGEMENT

   1. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation's overall risk management

   2. Describe the organisation's processes for identifying and assessing climate-related risks

   3. Describe the organisation's processes for managing climate-related risks

The Group Sustainability Committee is responsible for:

emerging risks including climate related risks

Framework.

impact Group principal risks

On a six-monthly basis the Board receives an update from the Executive Sustainability Committee which includes climate-related risks. In addition, any material changes relating to sustainability matters, climate risk, and targets are included within the Safety, Health, Environment, and Quality Report which is delivered at each Board meeting. In addition, climate change-related risks, and the related mitigating actions, are presented to the Audit & Risk Committee along with Group principal risks.

Our existing Group risk framework is designed to identify, assess, score and monitor all risks. In addition, risk mitigation plans and timelines are determined by the appetite and tolerance for risks as set by the Board and directed by the Sustainability Committees.

Our approach to identifying climate-related risks includes utilising market research data, external partner insights and internal business reviews. Our strategic review process asks senior leaders from across the business to identify any current or emerging risks within their markets, with key questions around climate-related market changes, policy and thought leadership. These are then discussed at local management meetings and escalated to the Sustainability Committees, who in turn, ensures the right mitigation and controls are put in place.

We are continuing to integrate our process for managing climate-related risks into our overall risk management framework, with climate change being the principal risk. This integration is facilitated through a collaborative approach involving our Board, Sustainability Committees and the wider Senior Leadership team.

29 30

PLANET

Non Financial and Sustainability Information Statement

Sustainability Key

Performance Indicators

1. METRICS AND TARGETS

Climate-related metrics and targets are set out within the Planet section of the Sustainability KPIs. Progress against these targets is reviewed annually by management and used to assess performance against the organisation's environmental ambitions.

Our primary climate targets focus on reducing Scope 1 and Scope 2 greenhouse gas emissions against a 2022 baseline

Lighting

Aim to be an average of 16% lower than annual Paris Accord targets from 2024 onwards.

Switch to Green Energy

Future reduction:

HVO, PV/wind generation.

Billington Actual Billington Projected Paris Accord Target

Scope 1 & 2 Yearly Emissions kgCO2/Productive hour

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

LED

and progressing toward our Net Zero 2050 ambition. The Net Zero target is to reduce Scope 1 and Scope 2 market-based emissions to zero. Detailed disclosures of Scope 1 and Scope 2 emissions are included within the Streamlined Energy and Carbon Reporting (SECR). The Carbon Roadmap below illustrates current progress against the overall target and the planned pathway to achieve this ambition.

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

Hallenbeagle RTS, Cornwall

We continue to improve the environmental impact of our processes and projects, championing sustainable construction, progressing toward Net Zero, and enabling more efficient and responsible business practices.

31 32

PEOPLE

PRINCIPLES

SUSTAINABILITY KPI'S

SUSTAINABILITY KPI'S

Sustainable Key Performance Indicators

We empower our people by cultivating a diverse, inclusive, and high-performing culture. Through meaningful engagement with both our teams and the communities around our projects, we aim to create lasting value and shared success.

33

We lead by embedding sustainability into every stage of our work, focusing on long-term impact, exceeding regulatory requirements, and continuously raising our standards for improvement.

34

PLANET

Due to the industry in which Billington operates, the Group recognises that its business activities can impact the wider environment, and therefore, has an obligation to reduce the direct negative impact of these activities. In order to manage the environmental risk, Billington has adopted policies that comply with ISO BS EN 14001 - Environmental Management Systems.

STREAMLINED ENERGY AND CARBON REPORTING ('SECR')

Three Pillars of Sustainability

Billington's SECR reporting is in accordance with UK regulations and includes emissions arising from our fleet, gas and electricity in all sites and offices of the Group's parent company and the main subsidiary Billington Structures Limited. All subsidiaries in the Group are 100% owned by Billington Holdings plc and the equity share approach has therefore been applied, however all other subsidiaries have been excluded from the reporting as they would not qualify under the 2018 Regulations in their own right. To calculate its emissions into equivalent tonnes of carbon dioxide (CO2e) the Government's carbon conversion factors updated in 2025 were used.

For the year ended 31 December 2025 the energy usage is as follows:

2025 2024

KwH KwH

Total energy consumption used to calculate emissions: 5,459,519 5,662,627

The policies implemented by Billington manage the

environmental impact by reducing pollution, improving energy efficiency and reusing and recycling waste (where possible), in order to achieve its long-term environmental goals.

Billington also maintains the Gold Standard awarded by the British Constructional Steel Association ("BCSA")

for meeting the requirements of the Steel Construction Sustainability Charter. The programme of sustainability objectives is reviewed annually as a means of demonstrating continuous improvement.

To ensure the successful implementation of the Group's environmental policies, Billington educates and informs its employees of the environmental impact of their

work activities, and encourages staff to seek methods to

reduce these impacts. It also provides employees with the necessary resources to deliver the environmental objectives.

Additionally, the Group works in partnership with subcontractors to identify and develop procedures to reduce the environmental impact of its onsite project work to a practicable minimum and ensure optimum efficiency of onsite operations.

The Board is responsible for continuously monitoring and reviewing these policies to ensure the programme is

adapted and improved. This will ultimately save the Group money, improve brand reputation and reduce Billington's environmental footprint.

2025 2024

Tonnes of Tonnes of

CO2e CO2e

Emissions from business travel in employee-owned vehicles (Scope 3) 50 31

Total gross CO2e based on above 1,061 1,183

Greenhouse gas emissions- intensity ratio:

Tonnes of CO2e per 1,000 production hours 4.1 4.8

Deeside Paper Mill, Deeside

A Carbon Reduction Policy is currently in place to ensure that the Group actively seeks and invests in energy and efficiency saving measures. The Group continues to actively recycle waste where possible and target improvements in transport and fuel efficiency.

In 2023 the Group produced a roadmap for future sustainability and has committed to achieving, as a minimum, of 50% carbon emissions reduction by 2030 and net zero by 2050.

The Company is also a member of SteelZero, which a commitment to procure, specify or stock 100% net zero steel by 2050 and an interim commitment to procure, specify or stock 50% of our steel requirement by 2030.

The Group is currently reviewing various initiatives to reduce gross emissions, including changes to various factories and site-based activities to Biodiesel (HVO).

Since May 2023, all of our electricity is sourced from 100% green energy with a REGO accredited 0% emissions factor, which provides a significant saving on our yearly emissions.

We continue to offset our full Scope 1 and Scope 2 emissions each year through Carbon Neutral Britain via the Woodland Fund and therefore remain Carbon Neutral.

The Group continues to be ahead of its carbon reduction

roadmap.

35 36

Three Pillars of Sustainability

PEOPLE

Billington's stakeholders are an integral part of the business, they consist of: customers, suppliers, employees, shareholders, advisors and the local communities within which the Group operates.

Employees

Employee engagement, development and satisfaction is key to building a successful business. Billington invests in the development of its staff, adopting a number of policies aimed at recruiting and rewarding employees, including operating effective training and award-winning apprenticeship schemes.

The Group treats its staff fairly in all aspects of their employment, valuing their contribution to the achievement of Group objectives and providing them with opportunities for training and development.

There has been an increased engagement with local schools, colleges and universities and the Group has employed a further 16 apprentices during the year. There was a net decrease in employee numbers of 71 to a total of 449 employees at the year end as a result of the closure of the Yate facility.

Billington keeps an open line of communication with employees through regular briefings and the production of company literature including a monthly newsletter. Board members frequently attend management briefings with Group companies to ensure active engagement at all levels.

The Company implements an Employee Share Option Trust (ESOT) to allow employees to share in the future and continued success of the Group.

Employee health and welfare is of utmost importance and a range of schemes and initiatives have been implemented and communicated to employees to assist in the promotion of an active and healthy lifestyle. Mental health and the recognition of a need to ensure employees are adequately supported has resulted in a range of initiatives being implemented during the year to further promote employee welfare. The Group has been recognised for its promotion of employee welfare in the "Be Well at Work" awards in the local region.

These policies help to foster employee communication and development, and help to deliver long-term Group growth.

Health and Safety

Billington operates within an industry whereby if risks are not appropriately identified, monitored and mitigated they could present risks to employees and wider stakeholders. The Chief Executive Officer is ultimately responsible for the implementation and enforcement of the Group's policies and procedures. Health and safety issues are monitored and reviewed on a monthly basis by senior management and the Board.

The Group has a well-developed management system for the internal and external control of health and safety

which is managed by the Group Health & Safety Manager. This includes the use of risk management systems for the identification, mitigation and reporting of health and safety management information.

The Health and Safety risks are mitigated through the constant review of the Company's procedures by an appropriately resourced and trained Health and Safety department who operate on a Group level and are able to cross pollinate good practices across all Group entities. The Group Health and Safety manager takes an active involvement in the British Constructional Steelwork

Associations (BCSA) Health and Safety Committee to enable the company to maintain and improve its knowledge of industry observations, trends and best practice.

The Company adheres to BS EN ISO 45001 and is audited annually through the Steel Construction Certification Scheme (SCCS) to ensure compliance.

The Health and Safety of the Group's employees, subcontractors and its wider stakeholders is of paramount importance and is at the heart of every decision when considering activities that could have an impact on individuals. Billington's onsite teams have received numerous awards and recognition for their dedication to health and safety practices and the Group aims to continue this success.

Customers and Suppliers - Ethical Trading

The Group recognises the need to maintain a supply chain that adheres to and is aligned with our environmental, social and commercial objectives and policies.

Billington is committed to carrying out all dealings with clients, suppliers, sub-contractors and its own staff in a fair, open and honest manner. It is also committed to complying with all legislative and regulatory requirements that are relevant to its business activities.

The Group communicates fully and openly with customers regarding costs of work undertaken and will provide accurate and honest guidance and advice to customers to ensure their requirements are met.

The Group strives to develop positive relationships with suppliers to ensure both parties understand each other's problems and requirements. It will not use current or potential contracts to coerce suppliers into unsustainable offers.

The Group is proud of its long standing and committed partner relationships with its supply chain and in turn seeks to treat them fairly with timely payment for works and the implementation of a 'no retention' policy.

Equal Opportunities

Billington is an equal opportunity employer, it adheres to the Equality Act 2010, and believes that all individuals should be treated fairly and equally. The Group strives to create a supportive and welcoming environment where diversity is valued and employees have the ability to

progress and prosper without prejudice or discrimination.

The Group gives full and fair consideration to applications for employment by disabled persons where the candidates aptitude and abilities adequately meet the requirements of the role. It is the Company's policy to provide continuing development of, and to arrange appropriate training

wherever practicable where an existing employee becomes disabled. The Group also provides equal opportunities for the training, career development and promotion of disabled persons.

Whistleblowing

The Group is committed to the highest standards

of openness, honesty and accountability, and has a whistleblowing policy in place that allows all employees to confidently raise any concerns they have internally, without fear of reprisal. There is also a confidential external telephone services independent from the Company available to all employees. The Audit and Risk

Committee continues to review these procedures and their effectiveness in order to positively enhance the working environment.

Charity

The Group is actively involved in supporting local and national charities, and has established the Billington Holdings Charity Foundation through which it directs all charitable donations. It hosts charitable events for employees and donates funds to its local communities, sports teams and other worthwhile causes.

Training

Billington recognises the importance of training and development in maintaining and growing the success of the business, especially considering the skills shortage within the industry.

The Group has a long history of providing apprenticeship programmes throughout the business, and these form a key element of the overall recruitment and development

strategy for Billington. As part of this strategy, the Company was instrumental in developing the BCSA CRAFT Certificate that covers training for a range of steelwork operations.

The Group also supports local colleges and universities, providing young people with knowledge of, and giving them an insight into, the industry.

Billington remains in partnership with BetterWeld, a specialist training provider, to provide fabrication/welding training at an external facility before being employed by the Group. This partnership provides access to increased numbers of direct personnel on a consistent basis at its two Barnsley based facilities through a structured training and development programme.

Additionally, the Group provides various training opportunities to existing employees, enabling them to grow, develop and reach their full potential.

Modern Slavery

Modern slavery is a growing concern in the UK and, therefore, Billington considers its responsibilities regarding this with the upmost importance. It complies with the Modern Slavery Act 2015 and recognises its duties in relation to the Company's employees and its supply

chain. The Group implements a number of processes and procedures within the business and reviews these practices on an ongoing basis.

37 38

GOVERNANCE

Good corporate governance is one of the Company's core values and, as an AIM listed entity, it is something that the Group takes very seriously, ensuring that the Board implements the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Sized Quoted Companies throughout the Group's operations. See the Governance Report for further details.

PRINCIPLES

To conduct business ethically, maintaining the Group's integrity

The Group will communicate fully and openly in its dealings with employees, clients, suppliers and the community, ensuring Billington meets its obligations to the best of its ability. The Group will conduct its business operations in an honest, fair and transparent manner. The Group will strive to meet the highest industry standards across all Group companies and ensure all employees are in the position to

Section 172 of the Companies Act 2006 requires each director to act in the way they consider, in good faith, would most likely promote the success of the Group for the benefit of its shareholders. In doing this, the director must have regard, amongst other matters, to:

Three Pillars of Sustainability

Section 172 Statement

Bribery and Corruption Policy

Billington has a strict, zero tolerance Bribery and Corruption Policy, which complies with the Bribery Act 2010, to ensure the integrity and transparency of the Group is maintained. All Group employees are informed of the Company's Bribery and Corruption Policy and the Board is responsible for ensuring that all sectors of the business comply with these obligations.

Appropriate internal and external training is given to employees who may be exposed to situations whereby bribery, corruption and collusion could occur to ensure they are able to identify, act and report instances as they arise.

ETHICAL PRINCIPLES

The Group values its reputation for ethical behaviour

and has a set of values that are at the core of its business philosophy. The Board embodies and promotes a corporate culture amongst senior management and all employees that is based on sound ethical values and behaviours and which is supportive of the delivery of the company's purpose, business model and strategy.

successfully deliver these requirements.

To value the welfare of its employees and ensure they have a safe, healthy and productive working environment

Billington values its employees and understands they are key to delivering the sustained growth and development of the Company. The Group ensures every employee has the opportunity to fulfil their potential in a supportive and inclusive environment.

To be regarded as a good neighbour and operate in a sustainable manner

The Group is highly regarded in the industry and aims to maintain this positive reputation. It engages openly and effectively with stakeholders and communities, and adopts the highest standards of environmental and sustainability guidelines to minimise its impact within the areas it operates.

North London Heat and Power Project, London

Details of how the board has met these requirements during

the year are contained throughout the Strategic Report and Governance Report.

The Chairman's Statement, Strategy and Vision section and the Operational Review describe the Group's activities, strategy and future prospects, including the considerations for long term decision making.

The Company considers that its major stakeholders are its shareholders, employees, clients and supply chain. When making decisions, the interests of these stakeholders

are considered informally as part of the Board's group discussions.

The Company is committed to being a responsible employer and strives to create a working environment where its employees are actively engaged and can contribute to its success. How the Company has taken the interests of its employees into consideration are further detailed in the Chairman's Statement, Operational Review and Sustainable and Responsible Business report.

The Company understands the value of maintaining and developing relationships with its clients and suppliers, to support its potential for future growth. How the Company fosters business relationships with its client and suppliers are included within the Sustainable and Responsible Business report.

The Board recognises that the Group has a duty to be responsible and is conscious that its business processes minimise harm to the environment, and that it contributes as far as is practicable to the local communities in which

it operates. Details are included in Sustainable and Responsible Business report, including Streamlined Energy and Carbon Reporting.

The Board recognises the importance of maintaining

high standards of business conduct. The Group operates appropriate policies on business ethics and provides mechanisms for whistle blowing and complaints which all employees are aware of. Details are included in Sustainable and Responsible Business report.

Although the Board holds ultimate responsibility for overseeing relationships with all stakeholders, certain stakeholder groups are best engaged with directly by individual Group companies. The Board takes a supervisory role in these engagements, primarily through quarterly subsidiary Board meetings that occur between the Boards of each Group company and the executive directors.

Doncaster Gateway 1, Doncaster

39 40

Principal Risks and Uncertainties

A robust assessment of the principal and emerging risks

The Board continues to carry out robust assessments of the principal and emerging risks and uncertainties which have the potential to impact the Group's profitability and ability to achieve its strategic objectives. These are set out in the table below. The risk register is reviewed and updated by the Audit and Risk Committee every 6 months.

The level of risk it is considered appropriate to accept in achieving the Group's strategic objectives is reviewed and validated by the board. The appropriateness of the mitigating actions is determined in accordance with the board-approved risk appetite for the relevant risk.

Risk and impact Mitigation Risk*

Risk and impact Mitigation Risk*

41 *Denotes the movement in the risk score from the previous year. 42

Principal Risks and Uncertainties

Risk and impact Mitigation Risk* Risk and impact Mitigation Risk*

The Strategic Report was approved by the Board and signed on its behalf.

43

George Zacharias

Secretary

Billington Holdings Plc

Company Number - 02402219

20 April 2026 44

Governance Report

Board of Directors & Advisors

The Board is authorised to manage the business of the Company on behalf of the shareholders and in accordance with the Company's Articles of Association. This is achieved by delegating responsibilities to the Board Committees and designating authority to manage the business to the Chief Executive Officer.

Ian Michael Lawson

Non Executive Chairman Appointed: 01/10/2018 Nationality: British

Committees: Nomination (Chair),

Stephen John Wardell

Non Executive Director Appointed: 14/01/2019 Nationality: British

Committees: Audit and Risk (Chair),

The Board is responsible for overseeing the management of the business and for ensuring high standards of corporate governance are maintained throughout the Group. The Board is currently comprised of three Executive Directors, three Non Executive Directors and a Non Executive Chairman.

The Board is accountable for the long-term success of the Group. The Directors meet on a regular basis and the Executive Directors are in continual discussion with operational management to ensure that the business

objectives of the Group are achieved. Non Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully challenged and supported. In addition, the Board has embedded effective risk management and internal controls through out the Group as required to deliver the Group's strategy.

To enable the Board to fulfil its duties, all Directors receive appropriate information and are allowed sufficient time to discharge their responsibilities effectively. Briefing papers are distributed by the Company Secretary in advance of Board Meetings and the members of the Group Board regularly attend the monthly meetings of subsidiary companies. The Company's Non Executive Directors are considered by the Board to be independent of the management, and bring a breadth of experience which is welcomed by the Executive Directors.

Governance Code and Policy

The Company follows the principles and guidelines outlined in the Quoted Companies Alliance Code for Directors' Dealings, as applicable to AIM companies, and all Directors and relevant employees comply with this.

The Group's Corporate Governance Policy and further details on how the Company complies with the Principals of the QCA code can be found on the Billington Holdings Plc website at - https://billington-holdings.plc.uk/aim-information/corporate-governance-policy/

Communication with Shareholders

The Company encourages two-way communication with both its institutional and private investors and attempts to respond quickly to all queries received verbally or in writing.

The Executive Directors undertake a programme of regular communication with institutional shareholders and with analysts covering the Group's activities, its performance and strategy. The communications with shareholders include obtaining an understanding of shareholder views and expectations in regard to Environmental, Social and Governance matters.

The Executive Directors formally meet with institutional shareholders at least twice a year, after the half year and full year results are released. In addition, site visits for current and prospective shareholders are conducted throughout the year when requested, to allow the operations and capabilities of the Group to be demonstrated and observed.

45

The Board has sought to use the AGM to communicate with private investors and encourages their participation. The notice of the AGM, detailing all proposed resolutions, is notified to shareholders at least 21 clear days before the meeting.

Culture and Ethics

Billington is committed to carrying out all dealings with clients, suppliers, sub-contractors and employees in a fair, open and honest manner. It is also committed to complying with all legislative and regulatory requirements that impinge on its business activities.

The Board provides strong leadership and ensures that the Company's ethical values are delivered throughout the

business by regularly engaging with Directors and members of senior management, and consistently reviewing and updating policies.

Board

Each Board member has a direct responsibility to Billington, its employees and its investors, and aims to ensure the success of the Group.

The Board have a shared view of the company's purpose,

business model and strategy.

The Board comprises a Non Executive Chairman, three Executive Directors and three Non Executive Directors. The Board members have different backgrounds and bring

a varied range of skills and experience to the Company.

Between them, members have in depth knowledge of engineering, structural steelwork, operations, finance, investment and Billington itself, ensuring there is a strong balance of expertise at Board level. The Board has also identified opportunities for further skills development and all Board members undertake training in areas such as cybersecurity, emerging technologies and sustainability.

During the prior year an internal board performance evaluation was conducted, and various recommendations were implemented to enhance Board performance, as

a result of the findings of the evaluation. The Board will undertake an external and independently facilitated Board performance evaluation during 2026.

All directors are expected to commit sufficient time to ensure that they satisfactorily fulfil their duties as directors including at least 11 business days for attending board

and committee meetings together with 20 days meeting preparation, site visits and other board related matters. Board Meeting Attendance

Remuneration and Audit and Risk Committee

Ian is a fellow of both The Royal Institute of Chartered Surveyors (FRICS) and the Chartered Institute of Building (FCIOB) and has a wide range of skills and experience from working within the construction industry for more than 35 years.

Ian's previous experience includes being a main Board Director of a tier-1 Principal Contractor where he enjoyed a 13-year career and subsequently spent four years as Chief Executive Officer for a prominent Steelwork Contractor.

Mark Smith

Chief Executive Officer Appointed: 01/01/2015 Nationality: British

Mark joined Billington Holdings Plc as Chief Operating Officer on 2 June 2014. Appointed as Chief Executive on 1 January 2015.

An in depth knowledge of construction industry for over 30 years driving for growth and profit in competitive markets.

Trevor Michael Taylor

Chief Operating Officer Appointed: 31/10/2011 Nationality: British

Trevor is a fellow of the Institute of Chartered Accountants in England & Wales (ICAEW) and joined Billington in 2008 after 5 years in audit

practice specialising in Construction and Financial Services.

David Andrew Jones

Chief Financial Officer Appointed: 01/10/2025 Nationality: British

Dave is a member of the Association of Chartered Certified Accountants having trained with Grant Thornton, qualifying in 2009. He

specialised in the construction and manufacturing sectors before moving into industry, where he held finance roles with DLA Piper and G4S.

Dave joined Billington in 2019 as Group Financial Controller and subsequently served as Finance Director for the Group's companies prior to be appointed CFO in October 2025.

Alexander Ospelt

Non Executive Director Appointed: 01/01/2013 Nationality: Liechtensteiner

Alexander Ospelt has been in independent practice as a lawyer since 1997 and is a Member of the Board of Directors of Legacon

Trust and Ospelt and Partner Attorneys at Law, Liechtenstein. In addition, he is also a Board Member of a number of other companies including Ospelt Holding Anstalt; Bergbahnen

Malbun AG; Bank Havilland Ltd; Chairman of the Board of Seed X Liechtenstein Ltd; and Chairman of the Board of ONE Insurance Ltd. Alex was also appointed Honorary Consul of the Kingdom of Belgium in 2017.

Remuneration and Nomination

Stephen is a member of the Institute of Chartered Accountants in England & Wales (ICAEW), having qualified in 1988. He retired from KPMG in 2018 having been a partner for nearly 20 years, having held a number of management roles in the firm and was most recently a Senior Audit Partner working with FTSE 100 and 250 boards in an audit, advisory and relationship management capacity.

Throughout his career, Stephen has specialised in the construction and contracting sectors and was a member of the ICAEW Construction Sector Working Group in 2014. As well as his role with Billington, Stephen is currently the Chair of the Leadership Board of the accountancy firm Haysmac and an Independent Board attendee with the Central & Eastern European Region of KPMG. He was previously on the KPMG UK Audit Board (resigned 30/09/22) and a director of The 5% Charity Club (resigned 6/12/23).

Sharon Daly

Non Executive Director Appointed: 02/02/2026 Nationality: British

Committees: Remuneration (Chair), Audit and Risk, Nomination

Sharon has over 25 years' experience within various industries, with a focus on commercial operations. She was Co Founder and Chief Commercial Officer of Venture Life Group Plc, an international consumer healthcare business quoted on the AIM market of the London Stock Exchange.

Sharon currently holds Independent Non-Executive roles with three AIM quoted companies: BRCK Group plc, Warpaint London plc and Gear4music (Holdings) plc.

She serves on the Audit and Remuneration Committees of all three entities. She also serves on the Nominations Committee and is Remuneration Chair at BRCK Group plc, a building materials supplier within the construction industry.

Secretary:

George Zacharias

Registered Office:

Barnsley Road, Wombwell, Barnsley,

South Yorkshire S73 8DS

Auditor:

RSM UK Audit LLP

Chartered Accountants & Statutory Auditors, Central Square, 5th Floor, Wellington Street, Leeds LS1 4DL

Registered in England

Company Number- 02402219

46

Report of the Directors

Audited financial statements for the year ended 31 December 2025

The Directors present their report together with the audited financial statements for the year ended 31 December 2025.

1. Disclosures

   As permitted by Companies Act 2006, s. 414C(11), some of the matters normally included in this report have

   instead been included in the Strategic Report, as the board considers them to be of strategic importance. Specifically, this relates to Streamlined Energy and Carbon Reporting ('SECR'), future developments, employment disclosures, employee engagement and how the directors have had regard to the need to foster business relationships with suppliers, customers and others.

   The Governance Report is incorporated in this report by reference.

2. Directors

   The present membership of the board is set out in the Board of Directors section of the Governance Report. All Directors served throughout the year.

   The Company's Articles of Association require that at each Annual General Meeting (AGM) every director in office shall retire from office and may offer themselves for re-election, except for any director appointed by the Board after the AGM notice has been issued but before the meeting is held. In line with the Company's corporate governance practices and the principles of the QCA Corporate Governance Code, all current directors will therefore stand for re-election at the AGM to be held in 2026.

3. Qualifying indemnity provision

   The articles entitle the directors of the Company to be indemnified, to the extent permitted by the Companies Act and any other applicable legislation, out of the assets of the Company in the event that they suffer any loss or incur any liability in connection with the execution of their duties as directors.

   47

   In addition, and in common with many other companies, the Company had during the year, and continues to have in place, directors' and officers' insurance in favour of its directors and other officers in respect of certain losses or liabilities to which they may be exposed due to their office.

4. Statement of Directors'

   Responsibilities

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

   Company law requires the directors to prepare group and company financial statements for each financial year. The directors have elected under company law and are required by the AIM Rules of the London Stock Exchange to prepare group financial statements in accordance with UK-adopted International Accounting Standards. The Directors have elected under company law to prepare the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

   
   
   

   The group financial statements are required by law and UK-adopted International Accounting Standards to present fairly the financial position and performance of the group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that

   Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

   Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period.

   In preparing each of the group and company financial statements, the directors are required to:

   select suitable accounting policies and then apply them
   
   

   consistently;

   make judgements and accounting estimates that are
   
   

   reasonable and prudent;

   for the group financial statements, state whether they have been prepared in accordance with UK-adopted International Accounting Standards;
   
   for the company financial statements state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the company financial statements; and
   
   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business.
   
   

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

   The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Billington Holdings Plc website.

   Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

   Statement of disclosure to auditor

   The Directors confirm that:

   so far as each Director is aware, there is no relevant audit information of which the company's auditor is unaware and;
   
   the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
   
   

5. Dividends

   A final dividend in respect of 2024 of 25.0 pence (£3,213,000) per ordinary share was paid on 1 July 2025. No interim dividends were paid in 2025. A final dividend has been proposed in respect of 2025 of 11.0 pence (£1,467,000) per ordinary share. As the distribution of dividends by Billington Holdings Plc requires approval at the shareholders' meeting, no liability in this respect is recognised in the consolidated financial statements.

   48

   Report of the Directors

   Audit & Risk Committee Report

   
   
   

6. Going Concern

   After making enquiries, the directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the Group has adequate resources to continue in operational existence

   for at least 12 months from the approval of the financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

   Further details of the key factors considered by the directors in making the statement are set out in the Financial Review on pages 17 to 21 and in the Accounting Policies on pages 70 and 71.

   Long-term incentive plans - Remuneration Committee
   
   

   Report

   Directors' interests - Remuneration Committee Report
   
   Equal opportunities (including the disabled) - Sustainable
   
   

   and Responsible Business Report

   Greenhouse gas emissions - Sustainable and Responsible Business report
   
   Financial risk management objectives and policies - note 19 to the Group financial statements
   
   

   9. Auditor

   RSM UK Audit LLP have expressed their willingness to continue in office. In accordance with Section 489 (4) of

   I am pleased to present the report on the activities of the Audit and Risk Committee for the year

   
   
   

   The report provides details of the key matters considered by the Committee, and an explanation of how the Committee has obtained assurance on the integrity of the annual report.

7. Research and Development

   During the year, the Company continued to invest in research and development initiatives focused on advancing structural steelwork design, fabrication, and construction methodologies.

8. Additional Disclosures

Additional information that is relevant to this report, and which is incorporated by reference into this report,

including information required in accordance with the UK Companies Act 2006, can be located as follows:

Responsible Business Report

the Companies Act 2006 a resolution to reappoint RSM UK Audit LLP will be proposed at the Annual General Meeting.

This report was approved by the Board and signed on its behalf.

George Zacharias

Secretary

Billington Holdings Plc Company Number - 02402219 20 April 2026

Role and Responsibilities

The primary function of the Committee is to assist the Board in fulfilling its responsibilities regarding the integrity of financial reporting, audit, risk management and internal controls.

This comprises:

of the risk management systems and processes

raise concerns through its whistleblowing policy

In relation to the external audit, the Committee is

responsible for:

including the terms of engagement and fees

Activities During the Year

The following matters were considered at the Committee meetings held during the year:

Financial statement review and reports:

accounting policies and practices

Risk Management:

policies were submitted and approved by the Board

External audit and non-audit work:

the external auditor

in the current or prior year

Compliance:

management being present

49 50

Membership and Attendance

The Quoted Companies Alliance Corporate Governance Code recommends that all members of an audit committee be non-executive directors, independent in character and judgement and free from any relationship or circumstances that may, could or would, be likely to, or appear to, affect their judgement, and that 1 such member has recent and relevant financial experience.

Accordingly, the Committee comprises all Non-Executive Directors, with the Chair, as a Chartered Accountant, having recent and relevant financial and accounting experience.

Committee meetings are also attended by the Chief Executive Officer and Chief Financial Officer by invitation.

The external auditor is invited to attend certain meetings to report to the Committee, primarily on the planning and outcome of the audit. The Company Secretary acts as Secretary to the Committee.

Other members of management may be invited to attend meetings depending on the matters under discussion.

The Committee Chair meets periodically with the external auditor with no members of management present. The Committee held 3 meetings during the reporting period.

Meeting Attendance

External Audit

The Committee approves the appointment and remuneration of the Group's external auditor and satisfies itself that it maintains its independence regardless of any non-audit work performed by it. The external auditor

is permitted to provide non-audit services that are not, and are not perceived to be, in conflict with auditor independence, providing it has the skill, competence and

integrity to carry out the work and it is the most appropriate adviser to undertake such work in the best interests of the Group. All assignments are monitored by the Committee.

Details of services provided by, and fees payable to, the auditor are shown in note 2 of the consolidated financial statements. There were no non-audit fees paid to the external auditor in the current or prior year.

Whilst the Committee has not adopted a formal policy in respect of rotation of the external auditor, one of its

principal duties is to make recommendations to the Board in relation to the appointment of the external auditor.

Various factors are considered by the Committee in this respect including the quality of the reports provided to the Committee, the level of service provided and the level of understanding of the Group's business.

The Committee also remains satisfied that the services provided by RSM are appropriate and comparable to other audit firms' pricing.

Internal Controls and Risk Management

Audit & Risk Committee Report

Project Merlin Footbridge Installation, Watford

The Board is responsible for the effectiveness of the Group's internal control systems, which have been designed and implemented to meet the requirements of the Group and the risks to which it is exposed.

The Group has a robust risk management process that follows a sequence of risk identification, assessment of probability and impact, and assigns an owner to manage mitigation activities and controls. The Group risk register and the methodology applied were the subject of review by senior management and updated to reflect new and developing areas that might impact business strategy. The Committee reviews the Group risk register every 6 months to assess the actions being taken by senior management to monitor and mitigate the risks. The Group's principal risks

and uncertainties are described within the Strategic Report.

The following key elements comprise the internal control environment, which has been designed to identify, evaluate and manage, rather than eliminate, the risks faced by

the Group in seeking to achieve its business objectives and ensure accurate and timely reporting of financial information for the Group:

responsibility

regularly assesses the risks facing the Group

Significant Accounting Matters

The Committee assesses whether suitable accounting policies have been adopted and whether management has made appropriate estimates and judgements.

The Committee reviews accounting papers prepared by management, which provide details on the main financial reporting judgements. The Committee also reviews reports by the external auditor on the full-year results, which highlight any issues arising from the work undertaken. Areas of audit and accounting risk reviewed by the Committee included:

by management and is satisfied with management's

conclusions

Going Concern

In determining whether the Group and Company annual consolidated financial statements can be prepared on a going concern basis, the Board considered all factors likely to affect its future performance and financial position, including cash flows, liquidity position, borrowing facilities and the risks and uncertainties relating to its business activities.

A detailed forecast has been prepared for the period to April 2027, which demonstrates healthy cash flow and liquidity headroom across the period. Reverse stress testing has been undertaken, and the Board is satisfied that scenarios in which trading levels decline to the point that the Group would experience cash outflows necessitating additional debt facilities are considered remote.

Based on this review, the Directors conclude that the Group and Company are able to operate within the limits of their current financial resources for a period of at least 12

months from the date of approving the financial statements. The full disclosure in respect of going concern is included in the principal accounting policies.

Stephen Wardell

Chair of the Audit and Risk Committee

20 April 2026

51 52

Remuneration Committee Report

I am pleased to present the report on the activities of the Remuneration Committee for the year

The Remuneration Committee

During the year the Remuneration Committee comprised:

Lyndsey Scott resigned as a Director on 31 January 2026 and Sharon Daly was appointed as Chair of the Committee on 2 February 2026.

The Committee meets on a quarterly basis, plus additional meetings when required. Mr A.Ospelt is invited to attend the meetings to present the views of the shareholders.

The Remuneration Committee's primary responsibility is to review salary levels, discretionary variable remuneration and the terms and conditions of service of the Executive Directors and other members of senior management where their financial remuneration package is above predetermined fiscal limits. The Remuneration Committee

also reviews the compensation decisions made in respect of all other senior executives.

The Committee is also responsible for reviewing and determining, along with the Executive Directors, the overall Remuneration Policy applied to the Group. This includes the quantum of variable remuneration and the method

of delivery, taking into account relevant regulatory and corporate governance developments.

The Remuneration Committee is authorised to seek any information it requires, in order to perform its duties and obtain external independent remuneration, legal or other professional advice that it considers necessary from time to time. In the prior year, the Committee commissioned an independent evaluation and benchmarking exercise for the Chief Executive Officer, Chief Operational Officer and Chief Financial Officer roles. The exercise was carried out by a leading international rewards and benefits firm. Upon consideration of the benchmarking report, the Committee recommended increases to base salaries that were then implemented during the 2025 financial year, in-line with the independently reviewed benchmarks and advice. The Committee may seek further advice moving forwards

regarding market practice for various remuneration topics.

53

In light of the new QCA Corporate Governance Code, the Remuneration Committee has determined to expand disclosures in this Remuneration Report including the

inclusion of the Policy information below. The Committee will put its Remuneration Report to an advisory vote at its 2027 AGM.

Remuneration Policy

The Group's policy on remuneration for the current year and, so far as is practicable, for subsequent years, is

set out below and within the Policy table. However, the Remuneration Committee believes that it should retain the flexibility to adjust the remuneration policy in accordance with the changing needs of the business. Any changes

in policy in subsequent years will be detailed in future reports on remuneration. The Group must ensure that its remuneration arrangements attract and retain people of the right calibre, to ensure corporate success and to enhance shareholder value. Its overall approach is to

attract, develop, motivate and retain talented people at all levels, by paying competitive salaries and benefits to all its staff. Pay levels are set to take account of contribution and individual performance, wage levels elsewhere in the Group, and with reference to relevant market information. The Group seeks to reward its employees fairly and give them the opportunity to increase their earnings by linking pay

to achieving business and individual performance targets. Executive Directors are rewarded on the basis of individual responsibility, competence and contribution, and salary increases also consider pay awards made elsewhere in the Group as well as external market benchmarking.

North London Heat and Power Project, London

54

Remuneration Committee Report

Directors Remuneration

Remuneration received by the Directors was as follows:

* Dave Jones was appointed as CFO on 1 October 2025 and his remuneration is disclosed effective from this date.

**For 2025, LJ Scott received 13 month's salary, which took her up to her termination date, effective 31 January 2026.

Service Agreements and Letters of Appointment by the Board

The Executive Directors who have served during the financial year have service agreements that are terminable by the Company with 6 months' notice.

Cuckoos Hollow Footbridge, Peterborough

55

Basic Salary

The salaries of the Chief Executive Officer (CEO), the newly appointed Chief Operations Officer (COO) and Chief Financial Officer (CFO) were carefully reviewed and discussed amongst Committee members during 2025.

Trevor Taylor was appointed as the new COO (previously CFO), effective October 2025, and this came with a change in both role and responsibilities. In 2025, Trevor Taylors' salary was £250,000 and from 1 October 2025, his salary was increased to £270,000 to reflect the new role and responsibilities moving forward.

Dave Jones was appointed as CFO (previously Finance Director), effective October 2025. On appointment to the Board his salary was set at £160,000 to reflect the new role and responsibilities moving forward. The Committee notes that his salary will be reviewed over the next 2 years, and expects to make above inflationary increases, in order to align it with relevant market rates.

Mark Smith continued in his role as CEO and whilst his role and responsibilities remained unchanged, his base salary was considered less competitive based on the review exercise undertaken; as a result, it increased from £280,000 in 2024 to £315,000 in 2025. It should also be noted that Mark received a 0% salary increase the prior year.

Non-executive director fees

The Non-Executive Chairman currently receives an annual fee of £73,000. Non-Executive Directors' fees currently comprise a basic fee of £38,500 and an enhancement of

£5,500 for chairing either the Audit Committee or the Remuneration Committee. In 2025, the Non-Executive Directors' fees were reviewed for the first time in 3 years and to align with market rates, these will be increased from 1 February 2026 to £45,000, with an enhancement of £5,000 for chairing either the Audit Committee or the

Remuneration Committee. The Non-Executive Chair's salary will increase to £85,000 from 1 February 2026.

Annual Bonus

Statutory unadjusted PBT targets accounted for 80% of total bonus for 2025. Given this performance target was not met in the financial year, the Executive Directors did not receive this element of their bonus. For the leadership performance element, the Committee noted the strong performance in relation to these objectives, and after detailed consideration, determined that a total bonus of 20% out of 20% for this element was appropriate, meaning Mark Smith will receive £61,200, Trevor Taylor will receive

£50,000 and Dave Jones will receive £12,341. As mentioned above in the Policy table, 67% of any bonus is to be paid in cash and 33% to be paid in shares, in accordance with the rules of the DBP.

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