Report & Financial Statements to June 2025

Company Registration No. 03184978

CROMA SECURITY SOLUTIONS GROUP PLC REPORT AND FINANCIAL STATEMENTS AS AT 30 JUNE 2025

Company information 3

CEO's statement 4-5

Strategic report 6-13

Corporate Governance 14-21

Board of Directors 22

Directors' report 23-25

Statement of Directors' responsibilities 26

Independent auditor's report 27-35

Consolidated statement of comprehensive income 36

Consolidated statement of financial position 37

Consolidated statement of cash flows 38

Consolidated statement of changes in equity 39

Notes to the consolidated financial statements 40-68

Parent company financial statements 69-78

T Andreeva S Naylor

(Chief Executive Officer) (Chief Financial Officer) (Non-Executive)

Fareham Hampshire PO15 7FT

125 Old Broad Street London

EC2N 1AR

E1W 1YW

Forum 5 Parkway Whiteley PO15 7PA

Steelpark Road Halesowen B62 8HD

36 St Andrews Square Edinburgh

United Kingdom EHY 2YB

I am pleased to report another successful year for Croma Security Solutions, with the Group delivering positive organic growth and a robust trading performance, despite a challenging economic environment. This performance underlines the resilience of our business model and the successful execution of our strategy.

Security continues to be a priority for both businesses and consumers alike as criminal activity remains an ongoing concern in daily life. Croma is positioned to be part of the solution, focused on crime prevention, the protection of individuals and property, and providing expert guidance on security protocols and compliance with relevant laws. Reflecting this, our total revenues grew by 10% with both our Fire & Security and Locksmiths divisions contributing positively.

Formulated two years ago following the divestment of Vigilant in 2023, we have continued our growth strategy of establishing a national security network and remained focused on strengthening our core operations and expanding our network of Security Centres. Our balance sheet remains strong, with cash proceeds from the sale of Vigilant being received steadily, supporting the Group's ability to identify and acquire suitable locksmith stores for conversion to becoming Croma security centres.

The pipeline of potential high-quality acquisition opportunities is expanding, driven by growing recognition of the Croma brand as a credible acquirer within the locksmith industry. This increased awareness has led to a rise in inbound enquiries. At the same time, the executive team's ability to swiftly identify and evaluate strategically aligned opportunities is further accelerating this growth.

The opportunity ahead lies in executing the stated strategy and scaling the business to drive Group profitability. To realise this, it became evident that the executive management team required additional support to capitalise on the growing acquisition pipeline and deliver the targeted expansion rate of three to five acquisitions per year. As a Board, we have committed to investing further in talent, with additional senior hires in Operations, Sales, HR and Administration.

During the year under review, we completed two strategic acquisitions: Meridian Security Systems Ltd in February 2025 for £150,000 and Benn Lock & Safe in April 2025 for £200,000. In addition to the acquisition of Meridian, we acquired the freehold retail property for a market value of £275,000. Meridian is a well-established, family run locksmith business based in Horsforth, Leeds, extending the Croma network presence in the North and is in easy reach of the Group's security centre in Bury just 40 miles away. Benn Lock & Safe, a well-established, Peterborough based locksmith and security provider will be consolidated with our existing Croma Security Centre located just two miles away, creating immediate cost savings and synergies. These acquisitions not only expand our geographic reach but also enhance our service capabilities and customer offering.

Following the acquisition of three freehold properties for £1.03 million, our property portfolio now comprises of a positive balance of freehold and leasehold properties. The Board believes that ownership of freehold properties is a strategic advantage, providing long-term security, potential rental income, and the flexibility to adapt premises to support the Group's evolving operational needs. All freehold properties are currently unencumbered, which gives us a valuable platform for raising investment capital, should future opportunities require it.

The Croma model, which focuses on the integration of Locksmiths and Fire & Security services through our network, is now firmly established across the Group. With an aim of acquiring three to five locksmith businesses each year and adding them into our network, we are moving into the next phase of growth.

I am also pleased to confirm the appointment of new Non-Executive Chairman, John Wakefield, together with Andy Wonnacott as a Non-Executive Director. Both John and Andy are highly experienced public company Board Directors and bring considerable financial and commercial expertise to the business. Their appointments will commence on 1 November 2025, following the decision by Jo Haigh to step down from being the Chair and leave the Company in September and Steve Naylor's decision to not seek re-election as a Non-Executive Director at the upcoming AGM in December. We thank both Jo and Steve for their contributions to the business and hope they have success in their future endeavours. As part of their new roles John will also Chair the remuneration committee and Andy will Chair the audit committee.

Reflecting the ongoing strength of the business and our commitment to delivering shareholder value, the Board will be proposing a dividend of 2.4p for the year.

We have started the new financial year well, and with a very strong pipeline of acquisition opportunities lined-up and close to completion, we expect these new stores, as they are acquired and integrated into the business, will drive a step-up in Group revenues.

Overall, I am excited about where we are as a business and, more importantly, where we are heading. We have a proven strategy, a clear focus, and the resources in place to deliver sustainable long-term growth.

31 October 2025

Financial and Operational Review

The Directors present the Group Strategic Report for Croma Security Solutions Group PLC and its subsidiary companies for the year ended 30 June 2025.

Group sales were up 10% to £9.63 million, (FY24 £8.74 million), reflecting acquisitions made during the year as well as organic growth within the core businesses of 5%.

Gross margin for the year was 43.4% (FY24: 45.8%). The reduction reflects a stock adjustment for the acquired businesses to align with our existing provision policy.

EBITDA on the trading businesses before central costs for the year was £1.92 million (FY24: £1.73 million), an increase of 11%. Adjusting for central Group overheads, EBITDA was up 10.4% at £1.17 million (FY24: £1.06 million).

Group net profit from operations for the year was £0.79 million (FY24: £0.54 million), an increase of 46.3% and EPS increased by 44.8% to 5.72p (FY24: 3.95p).

The solid underlying cash generation enabled us to end the year with no borrowings and cash and cash equivalents of £4.33 million (FY24: £2.14 million). Our cash position and no bank debt allow us to continue our stated strategy of acquiring locksmiths and building out our security centres network where there is scope to enhance the offering and deliver synergies.

Croma Locksmiths delivers comprehensive security solutions to both commercial and residential customers. As of the financial year end, the business operated 18 centres. Following the addition of two new sites during the year, a strategic post-year-end consolidation of the two Peterborough locations and two of the three Southampton branches has since reduced the total number of centres to 16. This streamlined footprint is expected to enhance operational efficiency, reduce overheads, and improve service delivery across the network.

The division recorded a good trading period with sales up 10% to £5.62 million (FY24: £5.10 million, and EBITDA of £1.12 million also up 12% from £1.00 million.

The security centres are all former locksmith stores and have been converted into a network, servicing not only local communities but also national accounts. Larger commercial customers within this division encompass a broad range of industries including travel, leisure, utilities, housing associations, student housing, healthcare and defence.

Demand continues to be driven by replacement and upgrade cycles, heightened safety concerns, and innovation through technology partnerships such as ASSA/Abloy electronic and mechanical locking solutions and ILOQ. The day-to-day sales over the counter in the individual security centres are made up of relatively low costs items such as locks, padlocks, key cutting services and security fittings. Of the division's principal sectors, retail, FM, housing associations, healthcare and utilities generated the most activity during the year under review.

The innovative mobile phone powered door lock called ILOQ, is a popular choice in the student accommodation market. Croma is a preferred supplier of ILOQ in the UK and continues to develop this enterprising product across the UK.

Known for its well-established customer base built from decades of consistent and high-quality service to individuals and businesses. The division acts as a natural gateway to our Fire & Security services, providing an integrated solution for our customers. Typically, corporate security spend allocates around 20% to locksmith services and 80% to Fire & Security, a dynamic that positions us well for cross-selling opportunities.

Croma Fire and Security provide a full range of electronic security solutions and services to commercial and individual customers and has strong commercial relationships across the public health and hospitality sectors.

Croma Fire and Security recorded sales for the year of £4.09 million (FY24: £3.80 million) up 8%. EBITDA for the period was up 11% to £0.81 million (FY24: £0.73 million).

Operating out of Southampton, Bury (Manchester), Peterborough and Leeds, an experienced team of specialist engineers supports a range of commercial and domestic customers.

The Fire & Security division delivered a solid performance this year, as usual benefitting from the support and lead generation from our Locksmiths network. The team continued to expand the products on offer, this year saw the introduction of an Industrial doors division covering all types of doors and motorised doors and shutters which has already generated a strong response from key customers.

Similarly, the division expanded its working relationship with the market leading AJAX intruder alarm business. The system is fast to install, provides accurate external sensors able to differentiate between a human and another object, and operates from a single app. Installation is also quicker making it more cost efficient for the customer, a clear advantage in the current environment. All these factors combine to make it a compelling offer for new installations, and the Division has been collaborating successfully with AJAX on further upgrades and developments to the system. Recently the addition of fully compliant Fire systems that operate within the AJAX eco system complete the already highly impressive AJAX offering.

In May 2024, Croma formed a partnership with bSafe the personal security App which offers round the clock protection using voice activated technology. The product is being made available widely through mobile device manufacturers at source but provides a valuable addition for Croma clients where remote support may be needed over and above the immediate panic facilities provided for clients in properties.

A key progression during the year was the investment on the soon to be completed software upgrade to the Division's computer systems. The new platform being installed, like the one successfully installed for the locksmith division, will drive efficiencies across the business, standardising quotations, monitoring time on projects, collect and store sales data more efficiently and support staff training.

In June 2023, the Group sold its manned guarding business Vigilant for £6.5 million, in order to focus on the Group's core businesses, Croma Locksmiths and Croma Fire & Security. The proceeds from the Vigilant sale are staggered over 10 quarterly instalments from 31 March 2024. As of the date of these accounts, from the total £6.5 million consideration, £4.9 million has been received with a further £1.7 million to be received quarterly by June 2026.

The Board has established a comprehensive framework for identifying, assessing, and managing risks to ensure the long-term sustainability of the Group. This framework supports the protection of our business, stakeholders, reputation, and environmental footprint.

Risks are categorised as:

• Critical risks: those that could prevent the business from operating or significantly impact profitability or reputation.

• Key risks: those requiring ongoing mitigation in the normal course of business.

  All risks are documented in the Group's risk register and reviewed regularly by the Board, which is responsible for monitoring and implementing appropriate action plans.

  Risk area	Description	Controls and Mitigation Strategies
  Regulatory Environment	Inability to comply with evolving regulations could impact operations.	Monitored by experienced staff and external consultants.
  Health & Safety	Non-compliance could endanger people, the environment, and reputation.	Delegated to trained staff with external support; employee training provided.
  Fraud & Uninsured Losses	Risk of fraud in retail operations or financial phishing attacks.	Segregation of duties, internal systems, timely reporting, and insurance coverage.
  Cyber Security	Risk of data breaches, asset loss, and reputational damage.	Managed by internal IT and Executive teams; early detection systems, regular reviews, staff training, cyber insurance.
  Data Privacy	Non-compliance with data laws could result in fines and reputational harm.	Policies and controls reviewed by compliance team and third-party experts; staff training provided.
  IT Systems	System failures could disrupt operations and damage reputation.	Investment in infrastructure, change management policies, and skilled IT personnel.
  Customer Service	Poor service could undermine business performance.	Regular satisfaction surveys; Board-level complaints addressed promptly.
  Credit Risk	Late payments could affect cashflow and liquidity.	Managed by experienced finance staff; no significant issues to date.
  Liquidity & Funding	Poorly appraised investments could strain working capital.	CFO oversight; robust budgeting and forecasting; strong banking relationships.

  Climate-Related Risks (TCFD Framework)

  The Group also considers climate-related risks, classified as:

• Physical risks: due to long-term shifts in climate patterns

• Transitional risks: arising from the shift to a low-carbon economy

  Risk Identified	Impact	Type	Timeframe
  Increased rainfall over UK winters increases flood risk	Minimal exposure; flood risk assessed during SAR and insurance reviews.	Physical	Short
  Drier/hotter summers lead to droughts/water shortages	Water stress and increased energy costs for cooling and refrigeration.	Physical	Short
  Extreme weather events disrupt supply chains	Global droughts may impact supplier reliability and availability.	Physical	Medium
  Compliance and cost risk from new government regulation	Rising costs to meet climate targets; risk of penalties and reputational damage.	Transitional	Medium
  Cultural shift towards sustainability	Increased expectations from customers and employees; impacts on fleet, recruitment, and reputation.	Transitional	Medium

  The Board Executive Directors:

  R Fiorentino - Chief Executive Officer T Andreeva - Chief Financial Officer

  Non-Executive Directors:

  B J Haigh-Rosser - Non-Executive Chairman (resigned on 2 September 2025) S Naylor - Non-Executive Director

  Matters reserved for the Board

  The Board reserves formulation, dissemination, and implementation of strategy to itself, it also handles stakeholder relations, dividend policy and oversight of cash management.

  Other operational matters are devolved to Directors and managers, except for investment-level decisions involving material balances which require Board consideration.

  Any Director needing independent professional advice in the furtherance of their duties may obtain this advice at the expense of the Group.

  Board Meetings

  The Board formally meet on a monthly basis face-to-face and via video conference to review and discuss strategy, financial results, business planning, sales, operations and HR matters.

  Director's attendance at formal Board and Committee meetings during the year was as follows:

  Name of Director	Board Meetings		Audit Committee		Remuneration Committee		Risk Committee
  	Attended	Eligible	Attended	Eligible	Attended	Eligible	Attended	Eligible
  R M Fiorentino	12	12	-	-	-	-	2	2
  T Andreeva	12	12	-	-	-	-	2	2
  B J Haigh-Rosser	12	12	2	2	2	2	2	2
  S Naylor	12	12	2	2	2	2	2	2

  Rules concerning the appointment and replacement of Directors of the Group are contained in the Articles of Association ("Articles"). Amendments to the Articles must be approved by the special resolution of shareholders. Under the Articles, all Directors are subject to election by shareholders at the first Annual General Meeting following their appointment, and to re-election thereafter at intervals of no more than three years.

  Internal control

  The Board is responsible for maintaining an appropriate system of internal controls to safeguard the shareholders' investment and Group assets. Where appropriate, the Board may delegate responsibility to the CFO to review internal controls and then feedback to the Board.

  The Directors continue to review the financial reporting procedures and internal controls of the Group companies to ensure they are robust enough to deliver timely, detailed reporting that will allow accurate monitoring of the Group's performance.

  Internal financial control procedures undertaken by the Board include:

• Review of monthly financial reports and monitoring performance

• Approval of all significant expenditure including all major investment decisions

• Review and approval of treasury policy

  In the context of the Group's overall strategy the Board undertakes a review of internal controls. The review covers the key business, operational, compliance and financial risks facing the Group's operations in the light of the following:

• The nature and extent of risks which it regards as acceptable for the Group to bear within its overall business objective

• The threat of such a risk becoming a reality

• The Group's ability to reduce the incidence and impact of risk on its performance

• The cost and benefits to the Group of operating the relevant controls

  The Board has reviewed the operation and effectiveness of the Group's system of internal control and risk assessment for the financial year and the period up to the date of approval of these financial statements.

  Relations with shareholders

  Communication with shareholders is given a high priority by the Board and the Directors are available to enter into dialogue with shareholders. All shareholders are encouraged to attend and vote at our Annual General Meeting.

  Section 172 statement

  Section 172 of the UK Companies Act 2006 requires Directors to act in a way they consider, in good faith, would promote the success of the Group for the benefit of its members as a whole. In doing this the Directors are required to have regard to the interest of the Group's employees and other stakeholders, including the impact of its activities on the community, environment and the Group's reputation, when making decisions. Details on how the Board operates and the way Directors reach decisions, including some of the matters discussed during the year and the key stakeholder considerations that were central to those discussions, are included in the Corporate Governance Report on pages 14 to 21.

  The Board considers that the impact of the Group's operations on the community and environment are minimal. However, measures including the regular replacement of Company vehicles, so that our fleet meets the most up to date emission standards; occupation of modern energy efficient premises; route planning and vehicle tracking to minimise Company mileage, so as to reduce their carbon footprint; are all matters which are given consideration.

  The Group reports under the Energy Savings Opportunity Scheme (ESOS) and receives reports from its advisors giving further recommendations the Group can take to reduce its environmental impact. Our Greenhouse gas emissions, energy consumption and energy efficiency actions are reported in the Directors report on pages 23-25.

  Audit committee matters

  The Audit Committee are to assist the Board in discharging its collective legal responsibility for ensuring that:

• the Group's financial and accounting systems provide accurate and up-to-date information on its current financial position.

• the Group's published financial statements represent a true and fair reflection of this position.

• the external audit, which the law requires to provide independent confirmation that these legal responsibilities are being met, is conducted in a thorough, efficient, and effective manner. The external auditor may attend Audit Committee meetings.

  Non-Financial and Sustainability Report Sustainability at Croma

  We are committed to making sustainability a core part of everything we do, from the security products and services we provide to the way we run our operations. Our approach balances environmental responsibility, support for our people, and strong governance practices.

  We recognise that our activities have an environmental footprint, and we work hard to minimise it through careful monitoring of energy use, reductions in greenhouse gas emissions, and the adoption of more efficient ways of working. At the same time, we are investing in our people, building an inclusive culture, and maintaining the high standards of governance expected of a trusted security business.

  During the year, we continued to consolidate our business operations, reducing our office footprint and overall energy consumption. We also made progress in modernising our vehicle fleet with low-emission and electric alternatives, ensuring our growth is aligned with our environmental commitments.

  Our Environmental Commitment

  In FY25 we tracked our energy use across company vehicles, offices and employee travel reimbursements, converting all data into CO₂ equivalent emissions:

• 166 tonnes from transport (FY24: 165 tonnes)

• 18 tonnes from natural gas (FY24: 23 tonnes)

• 29 tonnes from electricity (FY24: 31 tonnes)

  This equates to 2.39 tonnes of CO₂ per employee, down from 2.51 in the prior year. We are taking practical steps to reduce our footprint:

• Replacing company vehicles with low-emission and electric models where practicable

• Implementing route planning and vehicle tracking to reduce mileage

• Occupying modern, energy-efficient premises

• Consolidating operations through acquisitions and divestments, which has reduced office space and energy use

  We also report under the Energy Savings Opportunity Scheme (ESOS) and continue to receive guidance from external advisors on further opportunities to improve efficiency.

  Our People

  Our strength lies in our people. With fewer than 250 employees, we remain agile while committed to building a workplace that is safe, inclusive and diverse.

• Employees are regularly consulted through staff councils, meetings and updates.

• Recruitment is based on competence and integrity, supported by clear anti-bribery and anti-slavery policies.

• We welcome and support disabled colleagues through tailored training, career planning and retraining where required.

• Our Fire and Security division runs a trainee programme and overseas sponsorship scheme to broaden access to employment opportunities.

  Strong Governance

  Good governance underpins our long-term success. The Board is responsible for setting strategy, managing risk and embedding sustainability into business operations. Audit, Remuneration and Risk Committees support oversight, ensuring accountability and transparency across the Group.

  Climate-Related Financial Disclosure

  Croma first reported under the Climate-related Financial Disclosure Regulations 2022 in FY23, when the Group employed more than 500 people. Following the divestment of Vigilant, headcount has reduced to under 250 employees, and the requirement no longer applies.

  However, we continue to review climate-related risks and opportunities, embedding them into operational and financial planning. We assess resilience against potential scenarios outlined by the London Stock Exchange, including:

• An orderly transition to a low-carbon economy

• A delayed or disorderly transition

• A failure to transition

  Although outcomes are difficult to predict, the Board believes the Group remains well placed to adapt and respond effectively.

  Looking Ahead

  Sustainability at Croma is about doing the right thing in the right way: reducing emissions, supporting our people, and operating responsibly. As we grow, we will continue to refine our strategy in a proportionate and commercial manner, ensuring that our commitments to people, planet and governance remain central to our success.

  Indicator	Performance
  Sales and retail performance	Our custom EPOS and BI systems deliver valuable metrics on sales and customer traffic, supporting management in tracking store trends and performance. Croma managers regularly visit and consult with branches, assisting managers in driving growth. Ongoing meetings with branch staff have improved collaboration among stores, helping introduce new products and services more effectively. Despite an exceptional large order in FY24, which was not repeated in FY25, this has led to continuous growth of sales by 10% to £5.62m (FY24: £5.10m) with £0.05m of this organic and £0.47m of this growth driven by the acquisition of our new branches in Leeds and Peterborough. Our strategy remains focused on enhancing our current geographic presence through the expansion of our security centre branch network, thereby capitalising on increased economies of scale. Concurrently, we aim to secure more lucrative commercial contracts as a direct result of this growth.
  Cash	At the year-end cash balances were £0.26m (FY24: £0.39m). We invested £0.35m on two acquisitions and £1.03m to acquire three freeholds in Southampton, Leeds and Worthing. We continue to hold excess cash over and above working capital requirements in the parent company within interest-bearing accounts.

  Key performance indicators Croma Locksmiths Croma Fire and Security

  Indicator	Performance
  Sales	Sales saw an improvement of 8% to £4.09m (FY24: £3.80m). Our shift to a sales model led by highly experienced technical staff continues to deliver superior security solutions for our clients, fully in line with our core values.
  Customer retention	Customer loyalty remains strong, as evidenced by a 93% annual renewal rate for maintenance contracts among existing clients. This level of retention has been consistently upheld through the strategic implementation of a dedicated customer retention policy, ensuring ongoing satisfaction and long-term partnerships.
  Engineers	The engineer market remains highly active, with retention and remuneration closely monitored, and the business continuing to face a shortage of high-quality engineers. However, our trainee program launched last year is raising standards, enabling our trainee engineers to better support business needs, while we continuously strive to upskill and keep employee engagement high.
  Cash	At the year-end cash balances are £0.13m (FY24: £0.27m). We continue to hold excess cash over and above working capital requirements in the parent company within interest-bearing accounts.

  
  
  Roberto Fiorentino - Chief Executive Officer

  31 October 2025

  Statement of Corporate Governance

  The Board

  The Board is responsible for the governance of the Group and Company, governance being the systems and procedures by which the Group and Company is directed and controlled. A prescribed set of rules does not itself determine good governance or stewardship of a company and, in fulfilling their responsibilities, the Directors believe that they govern the Group and Company in the best interests of the shareholders, whilst having due regard to the interests of other stakeholders in the Group including, in particular, customers, employees and creditors.

  The Board comprises, the Non-Executive director and Chairman B J Haigh-Rosser (resigned on 2 September 2025), the Chief Executive Officer R M Fiorentino, the Chief Financial Officer T Andreeva and the Non-Executive director S Naylor.

  The biographies of the Directors are set out in this document on page 22. These show the range of business and financial experience upon which the Board can call. The Board's goal is to ensure that its membership should be balanced between Executives and Non-Executives and have all the appropriate skills and experience and knowledge of the business.

  Chairman

  The Chairman is responsible for making sure that the Board agenda concentrates on the key issues, both operational and financial, with regular reviews of the Company's strategy and its overall implementation. The Chairman should ensure that the Board receives accurate, timely and clear information and there should be good information flows within the Board and its committees as well as between the non-executive directors and senior management.

  Non-Executives

  Non-Executive Directors should be independent, be able to provide appropriate oversight and to perform their role. The non-executive Directors of the Company:

• Are required to commit an appropriate amount of time to the Company of approximately 15 days on an ongoing basis, including attendance at 12 Board meetings per annum of which 5 face to face meetings per year where possible, and on regular conference calls with the Board, and to be available to shareholders as required.

• Are appointed to the three Board committees with formal terms of reference.

• Satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.

• Are responsible for determining appropriate levels of remuneration of executive Directors and have a prime role in appointing and, where necessary, removing senior management and in succession planning.

• Uphold high standards of integrity and probity, supporting the executive Directors in instilling the appropriate culture, values and behaviours in the Boardroom and beyond.

• Will receive high-quality information sufficiently in advance of Board and committee meetings, which is accurate, clear, comprehensive, up-to-date and timely.

• Have access to the Chief Executive Officer, the Chief Financial Officer and the Company's advisers.

• Are able to call upon independent professional advice at the Company's expense if they consider it necessary to discharge their responsibilities as Directors.

• Are expected to receive ongoing training and development; and

• Will have their performance assessed on a regular basis (along with the executive Directors).

  The QCA guidelines acknowledge for growing companies it may not be possible for boards to meet the definition of "independence" for Non-Executive Directors, however it sets out that it is important for the board to foster an attitude of independence of character and judgement.

  Based on the QCA guidelines the Board concludes that the non-executives are independent in terms of character and judgement in how they execute their role as Non-Executive Directors.

  The Board is mindful of the threat to independence and actively manages the potential risk to ensure that the non-executives provide the independent constructive challenge to help develop the Board's proposals on strategy.

  Board Committees

  The standing committees of the Board are the Audit, Remuneration and Risk Committees. At the current time it is not felt that a Nominations Committee is appropriate given the size and scope of the Group's operations, with any tasks and responsibilities in respect to nominations being handled by the Board as a whole.

  Audit Committee

  The Audit Committee comprises of B J Haigh-Rosser (resigned on 2 September 2025) and is chaired by S Naylor, who is an FCA Chartered Accountant and has relevant financial experience. The Audit Committee reviews the external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half year and annual financial statements before they are presented to the Board for approval. The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Auditor and the effectiveness of the Group's internal control systems.

  The Group does not have an independent Internal Audit function, as it is not considered appropriate given the scale of the Group's operations. However, the Groups' CFO is continuously improving on internal control, by evaluating and testing the Group's financial control procedures and standardise processes around best practice. Any significant issues are reported to the Chairman of the Audit Committee and shared with the external Auditors as appropriate.

  The Group CFO and the external Auditors attend meetings of the Audit Committee by invitation. The Committee may also hold separate meetings with the external Auditors, as appropriate.

  Remuneration Committee

  The Remuneration Committee comprises of S Naylor and is chaired by B J Haigh-Rosser (resigned on 2 September 2025). Although not a member of the Committee, the Committee would normally consult the Chief Executive on proposals relating to the remuneration of members of the Group's senior management team, though never for matters related to his own remuneration package. The Committee, on behalf of the Board, determines all elements of the remuneration packages of the executive Directors and would also approve any compensation arrangements resulting from the termination by the Company of a Director's service contracts. For Directors' remuneration see note 8.

  Risk Committee

  The Risk Committee comprises of B J Haigh-Rosser (resigned on 2 September 2025), T Andreeva, R Fiorentino and is chaired by S Naylor.

  The primary objective of the Board Risk Committee is to assist the Board in overseeing the management of risk across the Group. This role is performed by ensuring that key risks are identified, and steps are taken by management to mitigate them within the risk appetite levels agreed by the Board. Consideration is given to all significant matters relating to governance, control, regulatory and compliance issues. The identified risks and the reporting of the risk assessment is included in the annual report and accounts within the Strategic Report.

  Frequency of meetings

  During the year, the Board met on a formal basis every month. Relevant information is distributed to Directors in advance of the meetings. The Board makes decisions on all material matters including long term and commercial strategy, annual operating and capital budgets, capital structure and financial and internal controls.

  The Group has a formal schedule of matters reserved to the Board which is periodically reviewed and approved by the Board.

  Evaluating Board Performance

  The Board has a number of sources of information from which it judges its own performance and that of the individual Directors, and these include but are not limited to:

• Financial performance indicators including, revenue, order book (including contract wins and losses), gross margin, net margin, earnings per share and cash flow;

• The Company's share price;

• Reports from external auditors;

• Shareholder feedback;

• Customer feedback; and

• Employee feedback.

All these factors are considered, and action taken to improve performance as appropriate.

The Board attaches great importance to providing shareholders with clear and transparent information on the Group's activities, strategies, and financial position, in addition to having regard to its obligations as a quoted public company and the AIM Rules.

The Group holds meetings with significant shareholders on a regular basis and regards the Annual General Meeting as a good opportunity to communicate directly with shareholders via an open question and answer session.

The Group lists contact details on its website should shareholders wish to communicate with the Board. All announcements and results, including those released via RNS and RNS Reach, are available on the Group's website.

The Board reviews and approves an Annual Budget and Business Plan prior to the start of each financial year. This includes reviewing the key strategic, operational and financial objectives for the year, together with a detailed financial budget.

The Executives are accountable to the Board for delivery of the Annual Business Plan. The Executives report performance against the plan on a monthly basis, which includes detailed analysis of budgetary variances and updated financial projections.

To provide a framework for the delivery of the Group's strategy and plans, the Board has developed an organisational structure with clear roles and responsibilities, and clear lines of reporting.

The Company is subject to the City Code on Takeovers and Mergers.

In accordance with AIM rule 26 the Company has adopts the QCA code and is in the process of transitioning to the 2023 QCA code. Sets out below how the Company has adopted and complied with the QCA code.

1. Establish a purpose and business model which promotes long-term value for shareholders

   The strategy and business model of the Group is expressed more clearly in the CEO's Statement and the Strategic Report. In summary, the Group seeks to build a recognised brand that is synonymous with the provision of the highest level of security products and services. The Group is stringently focused upon delivering outstanding service delivery for all our clients, and in such a way that in time our clients can have all their security needs met by one service provider.

   The values we adopt are largely driven on endeavouring to engage employees that can deliver a capable, well-trained, highly motivated service. We continue to believe that this approach will deliver market leading full-service security offerings to the top end of the corporate and residential markets, as well as leading public service providers such as utilities, hospitals and schools.

   The Group has a strategy to acquire new businesses and applies rigorous checks to the sustainability and value of any such decisions.

   The business has a reasonable appetite for risk, and we actively engage in developing new technologies to assist our service provisions even where such new technologies have a long development phase.

   Our markets are highly regulated, audited and accredited by a number of regulatory bodies, including the NSI, BAFE and CHAS, all of which require our Board and operational employees to be personally regulated, thus adding to the maintenance of the values and standards we operate to.

2. Seek to understand and meet shareholder needs and expectations

   The Group seeks to maintain a dialogue with its shareholders in order to communicate the Group's strategy and results and to understand the needs and expectations of its shareholder base.

   The Board is aware of the need to protect the interests if the minority shareholders and balancing those interests with those of any more substantial shareholders.

   Beyond the Annual General Meeting, the Executives seek to meet with all significant shareholders after the release of the half year and full year results. The Chief Executive is the primary point of contact for the shareholders and is available to answer queries over the phone or via email from shareholders throughout the year.

3. Consider wide stakeholder and social responsibilities and their implications for long-term success

   The Directors are aware of the impact that its business activities have on the communities in which the Group's businesses operate and is aware of its corporate responsibilities to its stakeholders including staff, suppliers, customers and the wider society. The Group endeavours to consider feedback received from stakeholders, by making amendments to its business plans and operations as appropriate.

   The Board endeavours to create a platform for delivering a high-quality service and this requires us to utilise best in class suppliers (such as AJAX, ASSA/Abloy, iLOQ, Hitachi, Avigilon and Bosch), for customers who appreciate and therefore pay for a higher level of service, and a workforce that is trained to the highest of standards to always give of its best.

   We constantly solicit feedback from all stakeholders, some of which is on the website of the Company in terms of customer experiences, and supplier confidence in us and in our operations.

   Our customers are of course pivotal to the success of our business. Through our sales and operations teams, we endeavour to supply a knowledgeable and targeted service. Our security solutions are tailored to exactly meet our client's requirements. We are well placed to meet our customers security needs by bringing all the skills across our divisions together to provide a one-stop solution.

   We operate an open-door policy, and employees can speak and engage with senior management or the Board about issues or ideas.

   We have a formal induction and appraisal processes for new and existing employees. We have a web-based employee portal, primarily used for scheduling holidays and access to company policies and information. This portal undergoes continuous development. We also have a cross company integrated email system and utilise video conferencing software for collaboration between stakeholders internally and externally.

4. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

   The Board has overall responsibility for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss.

   The Board has established Audit, Risk and Remuneration Committees, a summary of which is set out above, and in this Corporate Governance section.

   The Group maintains appropriate insurance cover in respect of actions taken against the Directors, as well as against material loss or claims against the Group. The insurance cover in place is reviewed on a periodic basis.

5. Establish and maintain the Board as a well-functioning, balanced team led by the Chair

   The Board, the identities and biographies, the Board committees and the timing of Board meetings and a detailed summary of attendances at those meetings is considered in the Strategic Report, the Directors' Report and elsewhere in the Accounts.

   The Board considers that both its non-executive Directors are independent and that they have the time necessary to be able to provide rigorous challenge to the executive Directors when necessary as well as support as needed. Nevertheless, guidance on time served by non-executives and the expansion in the business means the Board keep this under review.

   The Board considers itself sufficiently independent. The QCA Code suggests that a board should have at least two independent non-executive Directors. The Board have considered each non-executive Directors' length of service

   and interests in the share capital of the Group and consider that B J Haigh-Rosser (resigned on 2 September 2025) and S Naylor are independent of executive management and free from any undue extraneous influences which might otherwise affect their judgement. All board members are fully aware of their fiduciary duty under company law and consequently seek at all times to act in the best interests of the Company as a whole.

6. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

   Directors who have been appointed to the Company have been chosen because of the skills and experience they offer and their personal qualities and capabilities. Full biographical details of the Directors are included under "the Directors biographies" section of the website which give an indication of their breadth of skills and experience. This is also summarised on page 22.

   The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing strategy of the Group.

   All members of the Board are encouraged to attend management development courses. The Board is rigorous in reviewing the performance of each of its Directors and where there are actions that need to be taken, the Board is proactive in carrying out what needs to be done.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

   The non-executive Directors monitor the personal and corporate performance of the Chief Executive, including asking the Company's senior management, auditors, and other advisors to report on his performance.

   The Executives participate in an annual performance related bonus arrangement. As soon as reasonably practicable after the announcement of the preliminary results or the publication of the accounts of the Company for each financial year, the Remuneration Committee considers the performance of the Company and the Executives in that year against relevant targets and then, in its absolute discretion, determines the value of any bonus to be received by the Executives in respect of that year.

   Succession planning is considered by the entire Board. The Board recognises the importance of considering succession planning, and each division has a leader and deputies, who are able, effectively, to step into the shoes of the leader.

   The Chairman will conduct an effectiveness review by means of a questionnaire, with comment on the Chairman passed to the Non-Executive Director. Comments will also be made on non-executive Directors and the Committees' effectiveness. The results of this exercise will be reviewed, and individual feedback will be provided for each of the Directors, and the Board as a whole. Feedback will be provided by the Chairman in respect of assessments of each of the other Directors and the Board as a whole, and by the Non-Executive Director to the Chairman herself.

   The outcome of the appraisal is to assess if the Board has been effective in discharging its duties during the year and it will be formally discussed at a Board meeting, with conclusions in the areas of major shareholder representation in the Board, how the NEDs interact with the Board, the development of strategy and the presentation of recommendations to the Board.

8. Promote a corporate culture that is based on ethical values and behaviours

   The Group has no formal values statement, but the business is still driven by a guiding set of principles or ways of behaving and doing business. The Group is focused on principled performance, and transparent reporting from the businesses to the Board, and from the Board to the Shareholders and advisors through regular meetings, presentations, the Annual Report and at the Annual General Meeting.

   Senior management are encouraged to take personal responsibility for achieving the Group's objectives and to act

   with openness, integrity and trust. Staff are encouraged to ask for help, admit to their mistakes and put things right. The Group does not operate a blame culture. The non-executive members of the Board are encouraged to have open dialogues with senior management around the Group about their opinions and concerns.

   Senior management across the organisation are comfortable coming forward with legal, compliance, and ethics questions and concerns without fear of retaliation at the frequent subsidiary level Board meetings, which are all attended by the Chief Executive and the CFO.

   The Group recruits and screens employees based on integrity, as well as competence. Employees are well-treated when they leave or retire.

   The Group has in place an anti-bribery policy and an anti-slavery policy which are both reviewed at appropriate intervals.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

   The Board has overall responsibility for the strategic direction and performance of the Group. The executive Directors have day-to-day responsibility for the operation of the Group's businesses and implementing the strategy of the Board.

   The Board meets once a month. The Board is provided with detailed financial reports of the Group's financial performance on a regular monthly basis with more frequent updates if required. Detailed written reports are provided one week prior to the Company's Board meetings. Written recommendations from the executive Directors are delivered in a timely manner with supporting documentation, supplemented as required by reports from external professional advisers so that the Board can constructively challenge recommendations before making decisions.

   The Group has an Audit, Risk and Remuneration committee. The Audit Committee comprises B J Haigh-Rosser (resigned on 2 September 2025) and is chaired by S Naylor. The Remuneration Committee comprises S Naylor and is chaired by B J Haigh-Rosser (resigned on 2 September 2025). The Risk Committee comprises B J Haigh-Rosser (resigned on 2 September 2025), T Andreeva, R Fiorentino and is chaired by S Naylor.

   Formal terms of reference have been agreed for Board Committees. The responsibilities of each of these have been summarised below:

   Audit Committee

   • To meet at least twice a year and otherwise as required

   • To oversee the appointment of external auditors

   • To review the nature and scope of the audit proposed by the external auditors

   • To review the effectiveness of Group's internal control framework

   • To review the effectiveness of Group's risk management framework

   • To review the annual financial statements, and challenge where necessary, the actions and judgments of management in relation to these

   • To attend the Annual General Meeting to answer any shareholder queries

     Remuneration Committee

   • To set the remuneration for the Board including basic pay, any bonus basis and awards and participation in share incentive schemes.

   • To agree the terms of employment of all Board members, including those on cessation of employment, ensuring all payment are fair to both the employee and the Group.

   • To continue to review the appropriateness of the remuneration polices, with reference to the conditions across the Group and up-to-date information in other companies.

   • To ensure that all requirements on the disclosure of remuneration are fulfilled.

   • To meet at least twice a year and otherwise as required.

   • To attend the Annual General Meeting to answer any shareholder queries.

     The Board has considered the requirements of the QCA code and our responsibilities. Where we have not made the relevant disclosures as per the QCA code, we consider this appropriate for the size and nature of the business.

     Risk Committee

   • Consider and challenge the effectiveness of the business and recommend any changes to the Board.

   • Consider, review and approve the overall risk appetite, risk attitude and risk strategy.

   • Oversee and monitor current risk exposures and emerging/future risk strategy.

   • Ensure that the processes for managing risks are fit for purpose and implemented appropriately by management.

   • Monitor the Group's most significant risk exposures.

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.

The Company communicates governance and performance in the annual report along with regular announcements. We further engage with shareholders and other stakeholders through general meetings, webinars and road shows. On occasions, one-on-one meetings are held. In addition, the Company's website communicates annual reports, results announcements and notices of general meetings.

The Board offer to meet with all significant shareholders after the release of the half year and full year results and encourage all shareholders to attend and ask questions of the Board as a whole at the annual general meeting.

There is a strong focus on transparent reporting in the half-year interim results and annual report, including the challenges faced by the Group both in the reporting periods and in the future.

The Group's website is regularly updated. The Group's financial reports and annual reports, notices of general meetings of the Company can be located under the "Company Documents" section of the website.

The results of voting on all resolutions at future general meetings will be posted to the Group's website, including any actions to be taken as a result of resolutions for which votes against have comprised a significant proportion of votes.

B J Haigh-Rosser brings significant experience to the Group. Currently, she is Chairman of FDS Director Services Limited, provider of corporate finance services, with a focus on supporting companies develop, expand and then secure successful exits. Alongside her M&A advisory work, Jo provides specialist director training services. In 2018 she founded Onboarding Officers, an exclusive community for exiting military officers to help them transfer their skills into the commercial world and become world-class business leaders.

R Fiorentino is responsible for overseeing the delivery and implementation of the Group's strategy, ensuring that all initiatives are aligned with both short-term objectives and the organisation's long-term vision. His acute awareness of ongoing developments in crime prevention and security products allows him to guide the Group's strategic direction and ensure it remains at the forefront of innovation. Drawing on a wealth of experience accumulated over many years in the security industry, he plays a pivotal role in identifying opportunities for growth-both organically and through acquisitions-while providing the insight and leadership necessary to secure the Group's continued success.

Teo Andreeva stepped into the role of Chief Financial Officer for the Group in April 2023. With over 16 years of experience at Croma, she possesses a comprehensive and in-depth understanding of every aspect of the business. Her leadership was instrumental in introducing robust financial management practices and leading critical change management initiatives. Teo works alongside Roberto to drive the Group's acquisition strategy, focusing on sustainable growth and expansion. Her strategic insights and financial expertise are central to the Group's ongoing success. As a CIMA-certified professional, Teo demonstrates competence and skill in financial management and strategy execution.

Steve Naylor, non-executive Director, is an experienced CFO of both public and private companies. Currently he provides fractional director services to growing businesses, where he has worked with a number of ecommerce, telecommunication and software companies. Previously Steve was a CFO for Advanced Smartcard Technologies PLC, an AIM listed company, and the company secretary of main market listed Sanderson Group PLC. Steve is an FCA Chartered Accountant.

The Directors submit their report and the audited annual financial statements of Croma Security Solutions Group PLC and its subsidiary undertaking for the year ended 30 June 2025.

The Directors who have held office at any time during the reported period and up to the date of this report are as follows:

R M Fiorentino B J Haigh - Rosser (resigned on 2 September 2025)

T Andreeva S Naylor

Including all immediate relatives, the Directors who have held office at any time during the reported period had the following beneficial interest in the ordinary shares of the Company:

Apart from the interest of the Directors referred to above, the Company has received the following notifications of holdings of more the 3% of the ordinary share capital of the Company at 30 June 2025:

There are 222,000 (FY24: 107,500) options in issue over the Company's shares of which 28,000 (FY24: 12,000) are held by the Directors.

At 30 June 2025, 2,130,401 (FY24: 2,168,936) shares were held in treasury, being 13.4% (FY24: 13.6%) of the issued share capital. The decrease in treasury shares arose from their issuance as part of the consideration for the acquisition of Benn Lock and Safe Limited in April 2025.

Statutory disclosures required under company law within the Directors report are included where relevant within the strategic report.

Details of exposure to price, credit, liquidity and cash flow risk are included in note 23.

There was no significant research and development expenditure during the year or the prior year.

The Group considers applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. All necessary assistance with initial training courses is given. Once employed, a career plan is developed to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

In FY25 we collected data and calculated the energy consumption levels and CO2 emissions across the Group. This included all fuel purchased for Company vehicles, gas and electricity purchases for Company offices and reimbursements to employees who used their own vehicles for business travel. This information was converted to equivalent kilograms of carbon dioxide (Kg of CO2) emissions in all cases. We will use this data as a springboard to enable us to track our progress to lowering our overall emissions and carbon footprint. The Group's emissions from energy use during the year are reported in the section below.

The Group recognises the importance of environmental responsibility. The nature of its activities has a minimal effect on the environment but where it does the Group aims to act responsibly and is aware of its obligations at all times.

The Group has collected data on its energy consumption and CO2 emissions for the year. This considered all fuel purchased for Company vehicles, gas and electricity purchases for Company offices and reimbursements to employees who used their own vehicles for business travel. This information was converted to equivalent kilograms or carbon dioxide (kg of CO2) emissions in all cases.

The Group's emissions from energy use during the year were:

• Direct and indirect emissions from transport use were 166 tonnes of CO2 (FY24: 165 tonnes)

• Direct emissions the combustion of natural gas were 18 tonnes of CO2 (FY24: 23 tonnes)

• Indirect emissions from the use of electricity were 29 tonnes of CO2 (FY24: 31 tonnes)

Total emissions were the equivalent to 2.39 tonnes per employee (FY24: 2.51 tonnes)

The Directors recognise the importance of energy efficiency and during the year have continued to replace the Group's vehicle fleet with lower emission and electric alternatives.

The Group continues to be committed to maintaining full transparency through regular contact and dialogue with our employers. For the year under review total number of employees was less than 250. We adopt the policy of ensuring employees are consulted on all matters which are likely to affect employees' interests through staff councils and via meetings. Information on matters of concern to employees, especially in the year under review, is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance, and particularly in regard to health and safety when at the workplace.

Charitable donations were £150 (FY24: £200). There were no political donations in the current year and prior year.

A final dividend of 2.3p per share was declared for the year ended 30 June 2024 on 4 November 2024 and paid on 18 December 2024 at a cost of £0.32m. Subject to approval at the AGM, the Board recommends a final dividend of 2.4p per share for the year ended 30 June 2025.

Subsequent to the reporting date, the Company experienced notable changes in its Board composition:

On 2 September 2025, B J Haigh-Rosser, the Chairman of the Board, resigned with immediate effect. This change occurred after the reporting date and does not relate to conditions existing at year-end. The Group remains committed to maintaining strong governance and continues to evaluate Board composition in line with strategic priorities. Following B J Haigh-Rosser's departure, new non-executive appointments have been made to ensure continuity of leadership. The Group has also maintained its non-executive composition on the Board, preserving a balanced and independent governance structure.

On 30 September 2025, the Group received a payment of £0.4 million plus interest from Vigilant in respect of the outstanding consideration. This receipt reduced the remaining balance to £1.2 million, which is contractually due in three equal quarterly instalments by 30 June 2026.

The outlook for the business remains positive. The Group continues to invest in infrastructure and other opportunities to expand operations and deliver growth.

UHY Hacker Young LLP were appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at the forthcoming Annual General Meeting.

Each of the persons who is a Director at the date of approval of this report confirms that:

1. So far as they are aware, there is no relevant audit information of which the Group and Company's auditors are unaware and;

2. They have taken all the steps that they ought to have taken as Directors to make themselves aware if any relevant audit information and to establish that the Group and Company's auditors are aware of that information.

By order of the Board

31 October 2025

The Directors are responsible for preparing the Strategic Report, Directors' report and the Group and Parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group financial statements in accordance with UK-adopted international accounting standards and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law including FRS 102, the Financial Reporting Standard applicable in the UK).

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 Company and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently

• Make judgements and accounting estimates that are reasonable and prudent

• State whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements

• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for the Group's system of internal financial control, safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for ensuring that they meet their responsibilities under the AIM Rules.

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

Signed on behalf of the Board

31 October 2025

We have audited the Group and Parent Company financial statements of Croma Security Solutions Group Plc (the 'Parent

Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025 which comprise the consolidated statement of comprehensive income, the consolidated and parent company statement of financial position, the consolidated and parent statement of cash flows, the consolidated and parent statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group's financial statements is applicable law and UK adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the Parent Company's financial statements is FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS 102" or "UK GAAP") and in accordance with the provisions of the Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 June 2025 and of the Group's profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards;

• the Parent Company financial statements have been properly prepared in accordance with FRS 102 and as applied in accordance with the provisions of the Companies Act 2006; and

• the Group financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statement is appropriate.

Our evaluation of the Directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included:

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the Group and Parent Company's financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the Parent Company and the Group, their activities, the accounting processes and controls, and the industry in which they operate. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.

Our Group audit scope includes all of the group companies. At the Parent Company level, we also tested the consolidation procedures. The audit team met and communicated regularly throughout the audit with the Chief Financial Officer ('CFO') and Chief Executive Officer ('CEO') in order to ensure we had a good knowledge of the business of the Group. During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly.

The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risk.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified during the audit. Going concern is a significant key audit matter and is described above. In arriving at our audit opinion above, the other key audit matters were as follows: