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REG - Hercules PLC - Final Results and H1 Trading Update

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RNS Number : 3601F  Hercules PLC  22 May 2026

 

 

 

 

 

Hercules plc

("Hercules", the "Company" or the "Group")

 

Final Results and H1 Trading Update

 

Lifting of Suspension of Trading on AIM

 

Hercules plc (AIM: HERC), a leading UK infrastructure and construction
services group, announces its audited results for the year ended 30 September
2025 ("FY 2025"). The Company's Annual Report is available to download from
the Hercules website at:
https://herculesplc.com/results-reports-presentations/, and is being posted to
shareholders electing to receive hard copies today.

 

Following the publication of the FY 2025 Annual Report, the suspension of the
Company's securities from trading on AIM is expected to be lifted at 7.30 a.m.
on 22 May 2026.

 

Information regarding the Company's forthcoming Annual General Meeting will be
announced in due course.

 

FY 2025 Financial Highlights:

·    19% increase in revenue to a record £121.2m, ahead of expectations
(FY 2024: £101.9m)

·    Underlying EBITDA* increased 34% to a record £6.4m (FY 2024: £4.7m)

·    Underlying pre-tax profit** of £4.0m (FY 2024: £2.6m)

·    Statutory PBT from continuing activities of £0.9m (FY 2024: £2.2m)
reflecting amortisation of acquisition-related intangibles, all share-based
charges and exceptional acquisition related items, IT system implementation
costs and business development expenditure

·    Underlying EPS*** increased to 4.74p (FY 2024: 3.47p)

·    Cash generated in the year £7.6m (FY 2024: £7.5m)

 

Operational Highlights:

·    Labour Supply: Successful acquisition of Advantage NRG saw Hercules
enter the Power and Energy sector

o  Strong demand and delivery, supplying labour resources to 65 clients (FY
2024: c.40) and c. 540 (FY 2024: c.300) different project locations during
FY2025, not including Advantage NRG

o  Increase in the average number of operatives deployed by the Labour Supply
business to 1,230 (FY 2024: average of 1,150)

o  App downloads (Recruitment and Onboarding) increased year on year to c.
20,000 (FY 2024: c. 16,000)

 

·    Construction Services: Acquisition of Quality Transport Training Ltd
("QTT") increased capacity of the Hercules Academy, and, post period end,
Lyons Power Services was acquired providing additional capability in the Power
and Energy sector.

o  Civil Projects leveraged its water sector experience to win significant
levels of repeat work, mainly for key delivery partners for the AMP 8 water
industry investment programme (AMP 8 infrastructure spend is £104bn, double
that in AMP 7 at £51bn)

o  Anglian Water Civils Framework continued at pace, with sizeable projects
being allocated to Hercules

o  Construction Academy has trained more than 2,000 individuals since opening
in January 2024. The integration of QTT has helped scale the Hercules Academy
training operations to support the UK's growing infrastructure project
pipeline with a skilled, job-ready workforce

 

Shareholders will note that the Annual Report contains a qualified audit
opinion relating to historical matters involving a limited number of training
and consultancy suppliers. The Group has fully cooperated with the review
process and has strengthened its internal controls and procedures going
forward. Further information is contained in the Chairman's Statement and
audit report.

 

H1 Trading Update:

·    Unaudited revenue increased to £59.2m for the six months ended 31
March 2026 (H1 2025: £54.6m)

o  Includes the impact of recently acquired Advantage NRG business where
revenue is heavily weighted to the second half of the year

o  The Civil Projects division has benefitted from expenditure connected with
the new AMP 8 investment cycle

o  Labour Supply business, which is also traditionally weighted to the second
half of the year, has been impacted by delays to some key infrastructure
projects. This has been partially mitigated through expanding the range of
clients supplied

·    The Company will announce its Interim Results in mid-June 2026

 

*Underlying EBITDA definition - adjusted for profit/loss on sale of fixed
assets, exceptional items and R&D expenditure.

**Underlying pre-tax profit definition - same adjustments as for EBITDA but
also excluding impairment and amortisation of intangibles.

***Underlying EPS definition - same adjustments as for pre-tax profit but also
excluding prior year tax charges.

 

Brusk Korkmaz, Chief Executive Officer, commented:

"We have significantly expanded our operational capabilities across our Labour
Supply and Construction Services businesses during the period, and our
underlying performance in FY 2025 reflects this. We have been investing in our
IT systems and acquired new expertise, adding to the long-term durability of
our business.

 

"The long-term market backdrop is positive with at least £725 billion of
government funding for infrastructure over the coming decade in our target
sectors, including nationally significant programmes across power, water,
transport and nuclear. Although we have seen delays across some key projects
in H1, we have started the year with a strengthened market position and
platform through which we can execute on the substantial market opportunities
available to Hercules.

 

"In particular, the acquisition of Advantage NRG has enhanced our capability
in the Power and Energy sector where the UK is embarking on a major upgrade of
its electrical infrastructure focused on extending and modernising the
country's transmission and distribution networks. Advantage NRG's deep
expertise in overhead electrical transmission, and its ability to source,
train and mobilise specialist linesmen, both in the UK and internationally,
perfectly complements our strategy.

 

"Growing our business rapidly both organically and through acquisitions to
achieve revenue of over £120m in FY 2025 is a fantastic achievement but has
placed strains on our systems and controls which has led to a thorough review
of our internal processes. Going forward we are confident that we now have in
place robust procedures across the Group to handle our future needs as we
drive the business forward.

 

"We remain committed to disciplined, selective expansion, ensuring that growth
is delivered safely, sustainably and in a way that maximises long-term
shareholder value."

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 which has been incorporated into UK law by the European
Union (Withdrawal) Act 2018.

 

Retail Investor Webinar

 

Brusk Korkmaz, CEO, and Paul Wheatcroft, CFO, will deliver a live presentation
relating to the Full-Year Results via Investor Meet Company on Thursday 28 May
2026 at 10.30 a.m.

 

The presentation is open to all existing and potential
shareholders. Questions can be submitted pre-event via your Investor Meet
Company dashboard up until 9.00 a.m. the day before the meeting, or at any
time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to
meet Hercules via:

https://www.investormeetcompany.com/hercules-plc/register-investor
(https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.investormeetcompany.com%2Fhercules-plc%2Fregister-investor&data=05%7C02%7CNinaRenata.Pop%40secnewgate.co.uk%7C7608889a65404bd85a5108de25dcec17%7Ceae0b4d670d04d12a2336addd6e076a0%7C0%7C0%7C638989828001548031%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=MQxMDYZeAYZmUzFISF21Z9BVJPhA%2FgIEmk9KrCuKV0M%3D&reserved=0)

 

Investors who already follow Hercules on the Investor Meet Company platform
will automatically be invited.

 

For further information and enquiries, please contact:

 

 Hercules plc                                                       c/o SEC Newgate

 Brusk Korkmaz (CEO)

 Paul Wheatcroft (CFO)

                                                               +44 (0) 20 3470 0470

 SP Angel (Nominated Adviser and Broker)

 Matthew Johnson / Adam Cowl (Corporate Finance)

 Grant Barker / Rob Rees (Sales and Broking)

 SEC Newgate (Financial Communications)                       +44 (0) 20 3757 6882

 Elisabeth Cowell / Ian Silvera / Darcey Dubell    hercules@secnewgate.co.uk (mailto:hercules@secnewgate.co.uk)

 

 

 

 

 

CHAIRMAN'S REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025

 

 

FY2025 has been an important year for Hercules. Group revenue rose by 19% to
£121.2m,(FY2024: £101.9m), underlying EBITDA increased by 34% to
£6.4m(FY2024: £4.7m), and statutory PBT was £0.9m (FY2024: £2.2M), all in
line with market expectations.

 

The reduction in statutory PBT reflects amortisation of acquisition-related
intangibles, share-based charges and exceptional acquisition related items, IT
system implementation costs, and business development expenditure. Record
revenue and underlying EBITDA reflect strong operational delivery and the
early benefits of our strategic expansion.

 

During the year we successfully implemented our strategy through targeted
acquisitions and by the sale of our Vacuum Excavator business, positioning the
Group to benefit from the significant investment being made in UK
infrastructure in the coming years.

 

However, following the end of the financial year we unexpectedly had to devote
significant management time and cost to remediating a number of operating
process and internal control matters that were identified. Although this work
was time-consuming and costly, the results have provided a valuable
opportunity to strengthen the Group's operational systems and controls and
ensure that future expansion will be supported by a more robust, scalable and
resilient platform. It is important to say that none of the individual items
identified during the review were of themselves significant, and the Board are
satisfied that the expenditure items that were queried were properly incurred.
However, in aggregate, these items spoke to a clear need to improve and
enhance controls over the Group's operational expenditure.

 

At the time of the Company's admission to the AIM market in April 2022,
management introduced a set of enhanced accounting procedures, processes and
controls that were satisfactory for a company coming to the public markets at
that time. Since the IPO, the scale and range of the Company's activities have
grown and evolved substantially, both organically and by way of acquisition,
with overall revenue growth of around 300% during this period. By way of
example, two acquisitions were made during FY2025, alongside a significant
disposal, another acquisition was completed early in October 2025. The
accounting work arising from these transactions was greater than originally
expected.

 

During the course of the FY2025 audit concerns were raised that some of the
company's systems, procedures and controls relating to the risk profiling and
onboarding of a small subset of training and consultancy providers had not
developed, or had not been followed appropriately, in line with the
requirements of the Group. The operating processes, procedures and controls of
fast-growing companies require ongoing review and enhancement to ensure they
continue to match the operating demands of an expanding business. Historically
some new supplier requirements were controlled on site or were automatically
classified as 'negligible-risk,' and the on-boarding procedures for these
suppliers did not consider the increased scale and sophistication of our
business or the requirement for more robust risk-assessment and processing at
a central level.

 

As a result, audit evidence was, at times, inconsistent or incomplete, and in
some cases a complete audit trail was not available for a limited amount of
expenditure relating to these suppliers, particularly in respect of a small
number of external training and consultancy providers. Source data from
certain suppliers was found to be incomplete and, in some cases, lacked the
level of sophistication or integration required to align effectively with the
Company's accounting records. The Board took this seriously, particularly
given the resulting difficulties in obtaining sufficient independent evidence
to verify the relevant expenditure. Accordingly, following discussion with the
auditors, the Board engaged specialist investigating accountants and
independent lawyers to provide further clarity on the training and consultancy
expenditure and to advise on the appropriate remediation of the related
systems, procedures and controls. This meant that the additional investigation
and review procedures required to resolve these matters absorbed time that
would otherwise have been spent completing the year end audit. The Board and
the auditors required these matters to be fully investigated and addressed
before the FY2025 audit could progress. The Board also wanted to ensure that
they had comfort in the adequacy of the Company's systems and controls going
forward.

 

Following extensive internal review and external investigation, the Board
recognises that some gaps in audit evidence remain and that, in some cases,
the audit trail is incomplete. However, the specialist accounting and legal
workstreams, and the detailed remediation work commissioned across the
Company's systems, processes, and controls, have provided the Board with
confidence the relevant systems and processes have been largely remediated and
expects the remaining remediation work to be completed by 30 September 2026.

 

Due to the lack of audit evidence, and the difficulties in recreating a
complete audit trail, and despite the significant additional work undertaken,
the Auditors' Report is qualified in connection with the validity and
legitimacy of certain training and consultancy expenditure in order to allow
the Auditors to reach an opinion on the external costs referred to above.
Additionally, the scope of the audit work has been necessarily limited by the
Board's wish to complete the audit process and publish the FY2025 financial
statements for shareholders without further delay.

 

While the Board regrets the underlying control issues, and the subsequent
delay they have caused in the signing and publishing of the FY2025 accounts,
we see this an opportunity to ensure that the Company and the Group will have
the core procedures, processes and controls that can be maintained and further
enhanced to future-proof the Group's accounting and governance systems, that
will allow us to continue our growth path from a sound, remediated foundation.

 

We very much appreciate the support and advice provided by our external
advisors during this complicated and important process.

 

STRATEGIC ACQUISITIONS

 

During 2025 we completed a series of significant acquisitions that have
materially broadened the Group's capabilities and positioned Hercules to
participate more fully in the long-term, government-backed investment
programmes across critical national infrastructure.

 

The acquisition of Advantage NRG (June 2025) marks Hercules' entry into the
strategically important Power & Energy Transmission and Distribution
sector. Work continued throughout the year towards a further acquisition of
Lyons Power Services which completed post year end (October 2025). In
addition, acquiring the business and assets of Quality Transport Training Ltd
(QTT) (June 2025) enhanced the capacity of the Hercules Academy, enabling us
to scale training provision and support the UK's expanding infrastructure
pipeline with a skilled, job-ready workforce.

 

The Board has maintained a strong focus on disciplined expansion. Acquisitions
create sustainable value only when they are well selected and aligned with
Hercules' culture and operational rigour. In approving these transactions, we
assess strategic fit, increased profitability, leadership strength, risk
profile, integration readiness and above all, high standards of governance and
safety.

 

OUR MARKET

 

Our strategy is underpinned by a positive long-term outlook for UK
infrastructure investment. In June 2025, the Government outlined a 10‑year
national infrastructure plan supported by at least £725bn of funding. This
commitment is now translating into momentum across our target sectors,
including power, water, transport and nuclear.

 

Key regulatory and investment frameworks reinforce this outlook. Ofgem's
RIIO‑3 price control, running from 1 April 2026 to 31 March 2031, supports
the next phase of network investment across electricity transmission and gas.
In the water sector, Ofwat's final determinations provide for £104bn of
investment during the 2025-2030 Asset Management Period (AMP8). In nuclear,
the Government's Final Investment Decision for Sizewell C in June 2025
strengthens the long-term prospects for major nuclear programmes, alongside
opportunities emerging from Small Modular Reactors.

 

These sector programmes sit alongside a pipeline of nationally significant
projects, including the Lower Thames Crossing, the A66 Northern Trans-Pennine
upgrade and energy transition initiatives such as Net Zero Teesside.

 

DIVIDEND

 

Due to our continuing acquisition activity and investments into our systems to
support the continued growth of the business, no final dividend will be paid
in respect of FY2025 (FY2024: 1.12p). The Board will keep the Company's
dividend policy under review.

 

OUTLOOK

 

Our underlying performance in FY2025 reflects the strength of our operational
strategy and the growing momentum across the Group. We enter FY2026 with a
broader capability set, a strengthened market position and a solid platform
for continued growth.

 

In H1 FY2026 there have been significant delays in the commencement of a
number of key projects. However, the Board believes that the market
opportunities ahead for Hercules are both substantial and durable. We remain
committed to disciplined, selective expansion, ensuring that growth is
delivered safely, sustainably and in a way that maximises long-term
shareholder value.

 

The Labour Supply division remains the Group's largest revenue contributor and
is central to our delivery model and client relationships. The labour supply
market has held up very well, although we have seen some margin pressure.

 

Advantage NRG has been a very successful acquisition. It has enhanced our
capability and broadened our exposure in Power & Energy, particularly in
Transmission and Distribution. In December 2025, we announced plans to expand
these services into Scotland, further extending our geographic reach.

 

Hercules intends to continue to explore appropriate acquisition opportunities,
particularly within the Power & Energy Transmission and Distribution
sector and the Water sector where we see significant potential. All
opportunities will be assessed against the clear criteria already outlined,
with Board oversight of integration planning and execution.

 

I would like to thank all colleagues across the Group, including those who
joined us through recent acquisitions, for their professionalism, dedication
and adaptability during a year of significant change. I also extend my thanks
to our clients and partners for their continued trust and collaboration, and
to our shareholders for their ongoing support.

 

Henry Pitman, Non-executive Chairman

 Date: 21/05/2026

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW FOR THE YEAR ENDED 30 SEPTEMBER 2025

This year Hercules has continued its strategic expansion. The acquisition of
Advantage NRG (June 2025) marks Hercules' entry into the strategically
important Power & Energy Transmission and Distribution sector. Work
continued throughout the year towards a further acquisition of Lyons Power
Services which completed post year end (October 2025). Our ambition is clear:
to build a Group with the scale, delivery discipline and expertise required to
support clients working on essential infrastructure.

We delivered record revenue in FY2025 of
£121.2m (FY2024: £101.9m, +19%), underlying EBITDA was
£6.4m (FY2024: £4.7m, +34%) and statutory PBT was £0.9m (FY2024:
£2.2M), all in line with market expectations.

While acquisitions are an important step, the real work begins with
integration. Our focus has been to bring these businesses into the Group in a
way that protects what makes them strong: customer relationships, specialist
expertise and local leadership, while aligning to consistent standards in
safety, operational planning, commercial controls and governance. We are
taking a structured approach with clear priorities, leadership accountability
and consistent reporting so that we can track progress and address issues
early.

Safety and wellbeing remain central to how we operate. As we extend our
footprint and bring new teams into the Group, our standards must be consistent
everywhere. We continue to reinforce practical controls, leadership visibility
and learning behaviours that seek to prevent incidents before they occur,
supported by training and clear expectations.

Our strategy is supported by long-term investment programmes across UK
infrastructure. In June 2025, the Government set out a 10-year infrastructure
strategy backed by at least £725bn of government funding over the coming
decade. In power networks, RIIO-3 will run from 1 April 2026 to 31 March
2031, shaping the next regulatory cycle for electricity transmission and gas
networks. In water, Ofwat's PR24 final determinations support £104bn of
investment for 2025-2030 (AMP8). In nuclear, the Government has taken
a Final Investment Decision for Sizewell C, while Great British Nuclear
continues its small modular reactor technology selection process, together
reinforcing the longer-term pipeline in the sector.

Alongside these programmes is a visible pipeline of intended major schemes and
upgrades referred to above, including Lower Thames Crossing, the A66
Northern Trans-Pennine upgrade, and decarbonisation initiatives such as Net
Zero Teesside. Our focus is to convert these opportunities into controlled
growth by deepening client relationships, integrating capability effectively,
and ensuring rigorous operational and commercial discipline.

Our Labour Supply division remains the Group's largest contributor to
revenue and continues to perform strongly. With the addition of Advantage
NRG, we are well positioned to accelerate growth in Power & Energy
Transmission and Distribution, expanding our capability and deepening customer
relationships in this sector. We have moved into Scotland post year end,
which will extend our reach and support further growth, underpinned by
consistent standards, strong controls and safe, reliable delivery.

I want to thank all our colleagues for their commitment during a year of
significant change, and I extend a warm welcome to those who have joined
through acquisition. I also thank our clients and partners for their continued
collaboration and trust. We have entered FY2026 with expanded capability, and
a clear plan to deliver the benefits of our investments safely and
sustainably.

 

Brusk Korkmaz, Chief Executive Officer

Date: 21/05/2026

 

CHIEF FINANCIAL OFFICER'S REVIEW FOR THE YEAR ENDED 30 SEPTEMBER 2025

 

Introduction

 

The Group has again grown revenue in FY2025, while also investing in long term
business opportunities throughout the year.

The Group acquired Advantage NRG Ltd and purchased the assets of QTT in June
2025.

 

Discontinued operations (suction excavator services subsidiary):

 

Hercules Site Services (Suction excavators) Ltd was in the process of being
sold when the FY2024 accounts were compiled. The sale was concluded in
February 2025. The results of this subsidiary have been disclosed separately
both for FY2024 and FY2025 within these accounts and included in the
discontinued operations line in the income statement.

 

Alternative performance measures

 

Underlying EBITDA, profit before and after tax have been calculated as
alternative performance measures in order to provide a more meaningful measure
and year-on-year comparison of the profitability of the underlying business.
Underlying performance measures exclude amortisation of acquisition related
intangibles, all share-based charges, acquisition costs, some exceptional
items, and strategic business development and IT systems development costs.

 

During the year from continuing operations the Company delivered:

 

An increase in gross profit % from14.7% to 15.0%.

 

Underlying post-tax profit increased to £3.8m (2024: £2.2m).

Statutory post-tax profit was £0.6m (2024: £1.6m).

 

The discontinued operation produced a post-tax loss of £0.7m (2024: £3.3m
loss).

This reduced the "All operations" statutory post-tax loss to £0.1m (2024:
£1.7m loss).

 

Underlying EBITDA from continuing operations (Page 12) - increased by 34% to
£6.4m (2024: £4.7m).

 

Net cash generated from operations of £7.6m in the year (2024: £7.5m) and
labour supply debtor days reduced slightly to 33 (2024: 39) days.

 

Financial Performance

 

In the year ended 30 September 2025, revenue from continuing operations
increased to £121.2m (2024: £101.9m) representing a 19% increase
year-on-year.

 

                 Year ended September 30  Year ended

                      September 30
                 2025                     2024
                 £000                     £000
 Labour Supply   106,936                  84,125
 Civil Projects  13,554                   17,535
 Other           755                      274

                 121,245                  101,934

 

 

 

Inflation is still expected to be moderate over the medium term; however, the
outlook for FY2026 has become more uncertain following the escalation of the
Iran conflict. UK forecasters (LSE) have revised expectations upwards, with
inflation now projected to average around ~4% in 2026 before easing in
subsequent years as energy prices stabilise and demand softens. Interest rates
have also been reducing but more slowly, and further significant reductions
are unlikely until well after the Iran conflict is resolved. We don't
currently however see this affecting the level of work in the infrastructure
sector in the next decade.

 

The increase in employers' national insurance contributions from April 2025
reduced FY2025 profits by circa £0.6m, and a further £0.6m reduction of
profits (total £1.2m) is expected in FY26, reflecting charges for a full
year. This "hit" arises from the threshold changes across the Board and
additional NIC rate changes for administrative staff. The main rate changes
for operatives were covered by clients.

 

The Directors anticipate continued growth for the Group driven by continuing
significant investment in infrastructure: - nuclear, renewables, power and
energy and water, in particular.

 

Administrative costs from continuing operations were £16.4m (2024: £11.6m).
The majority of this increase is due to £0.7m acquisition costs, circa £0.6m
additional employers NIC costs, £0.6m on new business development, £0.9m
amortisation and impairment (intangibles from acquisitions), and £0.8m IT
systems upgrade development. The Group must look to the future by investing
heavily in key business systems, regional expansion (Scotland, Ireland, and
elsewhere), and widening the client base.

 

Strategic business development

 

Hercules PLC is a business that has been built on creating and maintaining
strong client relationships. Hercules primarily responds to the growth
opportunities created by expansion within individual clients. This means that
larger projects such as HS2 can have a disproportionate and uneven impact on
the Group's results over their lifetime. These projects are expected to be
replaced by similarly large projects, for example Sizewell C, Net Zero
Teesside, and the Lower Thames crossing. However, the timing of when the next
wave of large projects will start, and end, and the depth of the requirements,
is impossible to know in advance with any degree of accuracy.

 

The investment cycles in each sector (rail, water, and power and energy) are
mostly five years long, start at different times, and can't be used to aid
short term forecasting and planning. However, they do give a very good guide
and provide support as to the long-term direction of travel.

 

Hercules has a duty to its shareholders to develop the business to smooth such
"project timing" risk by undertaking initiatives outside the normal course of
the Company's core operating development activities. The objective is to
support long-term growth, geographic expansion and sector diversification,
using the direction of travel in the investment cycles as guidance.

 

These initiatives relate primarily to the exploration of new markets, new
geographies and potential strategic opportunities. We embarked on such
initiatives significantly in FY2025.

 

Namely:

 

-       Creation of a strategic business development team, to identify
and assess potential new markets, develop new strategic partnerships and
evaluate opportunities for expansion that falls outside the Group's current
operational focus.

 

-       Following a strategic review, to assess and establish a presence
in new geographic markets, most notably Scotland, with Ireland currently at an
earlier stage of evaluation. This includes market research, relationship
development with potential new clients and supply chain partners, engagement
with industry stakeholders, and assessment of commercial and operational
considerations associated with market entry.

 

-       As part of the Group's broader strategy to explore and evaluate
potential inorganic growth opportunities, assessing potential strategic
acquisitions and strategic investments that could expand or complement the
Group's existing service offerings. Hercules has completed four acquisitions
in the last two years, and it is vital such activity continues.

 

-  Investing time and resources in assessing opportunities within industry
sectors where Hercules has historically had limited or no presence, including
power and energy infrastructure, rail, aviation and nuclear.

 

-

As these activities are significant and not part of the cost base required to
deliver the Company's existing operations, these costs are presented
separately to provide additional transparency over the Group's

underlying trading performance.

 

IT Systems

 

The Group's core business systems (excluding the Hercules app) were put
together between 2008 and 2016 and have not changed materially since. The
Enterprise Resource Planning (ERP) system implemented in 2016 has struggled to
keep up with the growth in the last 9 years, especially given the growth in
the business (245% increase in revenue) since 2022.

 

It became increasingly clear that major investment was required to prepare
Hercules for the next 10-15 years of growth - both organic and by acquisition,
and two years ago we started to look for replacement systems. Utilising
external specialists, it became clear that there was not one system available
that would cater for our current and medium-term requirements, so we
eventually settled on two key systems, with add-ons and enhancements planned
alongside.

 

They key new systems are:

 

RSM Pay and Bill

Microsoft Dynamics 365 Business Central

 

We now have two subsidiaries live on Pay and Bill, and the core business is
scheduled to go live in summer 2026. The ERP system will then become the
remaining key implementation target scheduled for live running in 2027. Both
of these systems require complete business transformation, so take time,
effort, resources and a degree of patience. This expenditure is essential as
the Board and management focus on the future growth of the business..

 

We expect costs relating to the upgrade of our IT systems to continue into
2027 but then reduce to a more normal level of ongoing development after that.

 

 

 

 

Underlying profits analysis - EBITDA

                                                   Year ended          Year ended

                                                   30 September 2025   30 September 2024
                                                   £000                £000

 Profit from continuing operations                 1,846               3,372

 Added back
 Depreciation                                      1,022               941
 Amortisation & Impairment                         889                 33
 Research & development                            80                  5
 Loss on sales of assets                           41                  210
 Exceptional costs (see below)                     880                 112
 Major investments (see below)                     1,442               -
 Key project loss                                  120                 -
 Share based payment expense                       32                  38

 Underlying EBITDA from continuing operations      6,352               4,711

 Discontinued operations                           203                 364

 Underlying EBITDA all operations                  6,555               5,075

 Exceptional costs:

 Acquisition planning & completion costs           652                 108
 Employment settlement                             10                  9
 HMRC Consultancy/settlement                       157                 19
 Bad Debt                                          40                  (17)
 LTIP's Board development                          15                  -
 Adjudication                                      6                   (12)
 Academy launch                                    -                   5
 Total                                             880                 112

 Major Investments

 IT Systems upgrade preparation & development      809                 -
 Business development                              633                 -
 Total                                             1,442               -

 

 

 

Underlying profit after tax analysis

 

                                                              Year ended          Year ended

                                                              30 September 2025   30 September 2024
                                                              £000                £000

 Underlying profit after tax reconciliation

 Net profit after tax from continuing operations              595                 1,636

 Amortisation & Impairment                                    889                 -

 Research & development                                       80                  5

 Loss on sales of assets                                      41                  210

 Exceptional costs                                            880                 112

 Major investments                                            1,442               -

 Key project loss                                             120                 -

 Share based payment expense                                  32                  -

 Fair value gain                                              (302)               -

 PY Tax                                                       -                   262

 Underlying net profit after tax from continuing operations

                                                              3,777               2,225

 Discontinued operations

 Trading loss

 Amortisation & Impairment                                    (662)               (3,307)

 Exceptional costs                                            -                   2,000

                                                              -                   17

 Underlying net profit after tax from all operations

                                                              3,115               935

 

 

Underlying earnings per share

 

 

 Earnings per share (EPS)                                      2025    2024
                                                               £000    £000
 Underlying net profit (see above)

 Underlying net profit after tax from continuing operations    3,777   2,225
 Loss from discontinued operations                             (662)   (1,290)
 Underlying net profit after tax from all operations           3,115   935

 Underlying basic and diluted profit/(loss) pence per share:

 Continuing operations                                         4.74    3.47
 Discontinued operations                                       (0.83)  (2.01)
 Profit from all operations                                    3.91    1.46

 

 

 

Statement of Financial Position

 

As of 30 September 2025, the Group's net assets were £12.2m (2024: £11.7m)
of which £7.2m (2024: £6.4m) were cash and cash equivalents.

 

Non-current assets at 30 September 2025 were £24.1m (2024: £9.8m). Current
assets as at 30 September 2025 were £30.1m (2024: £25.9m).

 

Net current assets at 30 September 2025 were £4.4m (2024 net assets
re-stated: £5.6m, see Note 22).

 

The change in share premium in FY2025 over FY2024 reflects the net proceeds
received from an issue of new shares of £2.2m on 2 October 2024.

 

The intention was to declare a dividend from Advantage NRG subsidiary of
£2.5m (which would have increased the Company's retained earnings balance to
negative £78k) before 30 September 2025. However, as this was not possible
the dividend was actually declared in January 2026.

 

Group loans & borrowings were £12.1m as at 30 September 2025 (2024:
£7.3m). £6.1m of this is the balance utilised of a working capital facility
provided by IGF of £16m that was introduced in November 2023. The remaining
£6m reflects the loan provided in June 2025 by Wasdell Holdings Ltd
("Wasdell"), a related party (the Company's Non-executive Director Martin
Tedham is the owner of Wasdell). (See Note 21).

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HERCULES PLC

 

Qualified Opinion

We have audited the financial statements of Hercules PLC (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 September
2025 which comprise the Group statement of comprehensive income, the Group and
Parent Company statement of financial position, the Group and Parent Company
statement of changes in equity and the Group and Parent Company statement of
cash flow and the notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and UK-adopted international accounting
standards and as regards the parent company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.

 

In our opinion, except for the possible effects of the matter described in the
Basis of Qualified Opinion section of our report:

·    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 September 2025 and of
the group's loss 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 UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006; and

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

 

Basis for qualified opinion

During our audit work, we were approached by an individual who raised concerns
relating to payments made to a limited number of training and consultancy
services providers. Following investigations by management, certain
irregularities were identified in respect of a number of related transactions
within the group and parent company.

 

These transactions have been categorised within the Group's accounting records
as being in respect of training and consultancy costs. However, we were:

 

·      unable to confirm that sufficient appropriate supplier onboarding
processes had been followed

·      unable to confirm whether the companies were bona fide suppliers

·      unable to confirm that related appropriate training or
consultancy services had been provided or that amounts paid in respect thereof
properly related to the provision of training or other expenditure made for
the benefit of the business

 

We raised our concerns with management and the directors who engaged an
external forensic review and legal advice to assist them to perform further
work to verify the nature of these transactions. Management have set out a
description of the steps they have taken on pages 5-6.

 

In responding to the irregularities, we:

 

·      enhanced audit procedures in relation to risk factors in respect
of the legitimacy and validity of costs charged to income statement

·      extended journals testing to incorporate updated search terms
arising from audit findings

·      inspected reports prepared by experts engaged by management to
seek to reconcile expenditure to supporting records or other evidence of
training and consultancy services received

·      obtained and read legal letters from the Group's legal
representatives

·      consulted with our own internal and external legal experts

·      considered management's disclosures in the Annual Report and
Financial Statements

 

This work and the procedures we have performed in response, have not
adequately addressed our concerns. We sought to obtain further evidence but
were unable to do so because management decided against concluding further
investigative efforts into the transactions prior to the signing of the
financial statements and thus imposed a limitation of our scope. We requested
that the Board remove management's limitation, which they did not. Management
and those charged with governance are of the view that although the necessary
work should be completed, due to anticipated difficulties in obtaining
information from suppliers who are no longer engaged by the Company, the
proposed procedures are unlikely to generate further or better-quality
evidence to address our concerns, and this exercise would not be completed
within the timescale that the Board has set for the publication of the Annual
Report and Financial Statements. The Board has therefore prevented us from
undertaking further work in the area.

 

We have concluded that this matter is material to the Group Financial
Statements. In respect alone of this matter, we were unable to determine
whether any adjustments to amounts or disclosures in the financial statements
are necessary, or whether there have been any breaches of applicable laws or
regulations. In addition, were any adjustments to be required, the strategic
report would also need to be updated.

 

 

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 qualified opinion.

 

Our approach to the audit

Of the group's five reporting components, we subjected one to a full scope
audit and two to specific audit procedures where the extent of our audit work
was based on our assessment of the risk of material misstatement and of the
materiality of that component. One of the two specific scope audits was not
individually significant enough to require an audit for group reporting
purposes but was still material to the group, the other was disposed of part
way through the year.

 

The components within the scope of our work covered 97.7% of group revenue,
100% of group profit before tax, and 96.7% of group net assets.

 

For the remaining two components, we performed analysis at a group level to
re-examine our assessment that there were no significant risks of material
misstatement within these.

 

Key audit matters

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. In addition to the matter
described in the basis for qualified opinion section, we have determined the
matters described below to be the key audit matters to be communicated in our
report:

 

 

 Key audit matter                                                                 Description of risk                                                              How the matter was addressed in the audit

 Revenue Recognition                                                              Revenue is a material balance for the Group and represents the largest           Civil projects

                                                                                balances within the Consolidation Statement of Comprehensive Income. The group

                                                                                  revenue is derived the supply of labour services and civil projects. Within      ·      Obtaining a detailed summary of revenue recognised per contracts

                                                                                the calculation of civil projects revenues, there are significant judgements     during the year and during the project life, reconciling this to the financial
                                                                                  used to assess forecast costs, revenues and margins relating long term           statements and trial balance;

                                                                                contracts.  Under auditing standards, there is a presumed significant fraud

                                                                                  risk associated with the recognition of revenues, and we considered the risk     ·      Using these summaries and through enquiries of management

                                                                                to be most significant for civil projects contracts spanning the period end.     understanding the status of each contract and the stage of completion

                                                                                achieved;

                                                                                ·      Performing substantive tests of detail on a sample of underlying

                                                                                Civil projects                                                                   contracts and signed variations to assess the accuracy of the reported

                                                                                contract value;

                                                                                We see a risk of fraud or error in relation to revenue recognition principally

                                                                                  relating to the accuracy and year-end cut-off of revenue recognised on civil     ·      Substantively testing contracts that were completed within the

                                                                                projects.  There are judgements and estimates relating to the costs to           year, obtaining supporting evidence that demonstrated customer acceptance of
                                                                                  complete contracts in progress and in recognising contract assets at the         work, and agreed the revenue recognised to invoice;

                                                                                year-end in line with the requirements of IFRS 15.

                                                                                ·      Obtained management's estimate for contracts in progress at the

                                                                                                                                                                 year end, reviewing revenue recognised under the input method, performing

                                                                                tests of detail to gain comfort over the accuracy of the estimate by:

                                                                                Supply of labour

                                                                                o  Substantively testing costs allocated to contracts during the year;

                                                                                For revenue recognised through the supply of labour, the amount of revenue

                                                                                  recognised is derived from contractual hourly rates.  The risk of fraud or       o  Assessing the accuracy of forecasting by reviewing actual costs incurred

                                                                                error in relation to revenue recognised from the supply of labour has been       post year end against budgeted costs, we also obtained any variations agreed
                                                                                  determined to relate to both the occurrence and year-end cut-off assertions.     on contracts post year end; and

                                                                                Invoicing is dependent on obtaining authorised timesheets, which are usually

                                                                                  received in arrears, increasing the cut-off risk.                                o  Assessing potential risks to the contract, challenging management on their

                                                                                                                                                                 assessment of these risks and how these have been factored into contract
                                                                                                                                                                   forecasts.

                                                                                                                                                                   ·      Substantively testing a sample of contract assets from the 30

                                                                                                                                                                 September 2024 balance and comparing the estimated balances against actual
                                                                                                                                                                   outturn during FY25, and analysing the movements in gross margin.

 Civil projects                                                                                                                                                    Supply of labour

                                                                                                                                                                   ·      Substantively testing a sample of revenue relating to labour

                                                                                                                                                                 supply, obtained supporting documentation for revenue recognised in the months
                                                                                                                                                                   pre and post year end and agreed nominal data to invoices and formally

                                                                                                                                                                 approved timesheets to ensure revenue had been recognised in the correct
                                                                                                                                                                   period

 Supply of labour

 Valuation of goodwill, intangibles & investment in respect of the                There is a risk associated with the calculation underpinning the valuation of    ·      Testing the carrying value of investments held with consideration
 acquisition of Advantage NRG Limited in the year and the carrying value of the   goodwill and other intangibles arising on acquisition, the valuation of          of the net asset position and the forecast value in use of the entity;
 previously acquired business, Hercules (White Collar) Ltd                        contingent consideration, and the carrying value at the year-end of related

                                                                                  goodwill, intangibles and investment balances, as well as previously acquired    ·      Substantively verifying the calculations used in the valuation of
                                                                                  assets.                                                                          goodwill, intangibles and investment balances;

                                                                                                                                                                   ·      Substantively verifying the calculations pertaining to contingent
                                                                                                                                                                   consideration;

                                                                                                                                                                   ·      Engaging internal specialists to review the model used to assess
                                                                                                                                                                   the brand valuation within the purchase price agreement;

                                                                                                                                                                   ·      Assessing the accuracy of key judgements and assumptions used by
                                                                                                                                                                   management, engaging internal experts to test the accuracy of the discount
                                                                                                                                                                   rate and growth rate assumptions;

                                                                                                                                                                   ·      Where impairment indicators were identified, a review of
                                                                                                                                                                   management's impairment assessment was performed;

                                                                                                                                                                   ·      Comparing management's historic forecasts to actual outturn to
                                                                                                                                                                   assess management's ability to forecast.
 Non-Compliance with Laws and Regulations                                         The Group operates within a regulated environment, particularly in the           ·      Obtain and understand management's processes and controls in
                                                                                  construction sector, and is subject to a range of laws and regulations that      place to ensure compliance with relevant laws and regulations
                                                                                  could have a material impact on the financial statements in the event of

                                                                                  non-compliance.                                                                  ·      Making enquiries of management and those charged with governance

                                                                                regarding any known or suspected instances of non-compliance;

                                                                                ·      Reviewing legal and professional expense accounts and
                                                                                  These include, but are not limited to                                            correspondence with legal advisors for indications of actual or potential

                                                                                breaches;
                                                                                  ·      Companies Act 2006,

                                                                                ·      Reviewing correspondence with company engaged external legal
                                                                                  ·      Bribery Act 2010                                                          advisers

                                                                                  ·      Criminal Finances Act 2017 (particularly relating to Corporate            ·      Evaluating the work performed by legal experts engaged by those
                                                                                  Criminal Offence)                                                                charged with governance, to consider and assess implications of

                                                                                non-compliance, including considering their opinions and conclusions.
                                                                                  ·      Housing Grants, Construction and Regeneration Act 1996 (as

                                                                                  amended by the Local Democracy, Economic Development and Construction Act        ·      Consulting with our own internal and external experts on
                                                                                  2009)                                                                            implications of non-compliance

                                                                                  We became aware during our audit of instances of non-compliance with company
                                                                                  internal policies in respect of certain of the above

                                                                                  Non-compliance with these laws and regulations could result in significant
                                                                                  financial penalties, litigation and/or reputational damage

 

 

Our application of materiality

 

The materiality for the group financial statements as a whole ("group FS
materiality") was set at £2,470,000. This has been determined with reference
to the benchmark of the group's turnover, which we consider to be one of the
principal considerations for members of the company in assessing the group's
performance.  Group FS materiality represents 2% of the group's turnover. The
majority of the group's turnover is generated through labour supply and civil
projects.

 

The materiality for the parent company financial statements as a whole
("parent FS materiality") was set at £2,220,000.  This has been determined
with reference to the benchmark of the parent company's turnover at 2%. The
company is the main trader within the group, with turnover relating to labour
supply and civil projects.

 

At planning, performance materiality for the group financial statements was
set at 80% of group FS materiality, for purposes of assessing the risks of
material misstatement and determining the nature, timing and extent of further
audit procedures.  After becoming aware of the matters detailed in our basis
for qualified opinion, we reconsidered our assessment and updated performance
materiality to set it at £1,600,000 being 65% of group FS materiality. It was
set at this amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds group
FS materiality.

We judged this level to be appropriate based on our understanding of the group
and its financial statements, as updated by our risk assessment procedures and
our expectation regarding current period misstatements. It was

set at 65% to reflect our updated assessment of the likelihood of expected
misstatements and the fact that there are limited levels of judgement or
estimation within the financial statements.

 

Performance materiality for the parent company financial statements was set at
£1,599,999 being capped at one less than Group performance materiality due to
the relative size of the parent component.

 

Conclusions relating to going concern

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 statements is appropriate.

 

Our evaluation of the directors' assessment of the group and parent company's
ability to continue to adopt the going concern basis of accounting included:

 

·    Challenging the assumptions used in the detailed budgets and
forecasts prepared by management for the financial years ending 2026 and 2027;

·    Considering historical trading performance by comparing recent growth
rates of both revenue and operating profit across the group's geographical and
market segments;

·    Assessing the appropriateness of the assumptions concerning growth
rates and inputs to the discount rate against latest market expectations and
macro-economic assumptions;

·    Comparing the forecast results to those actually achieved in the 2026
financial period so far;

·    Reviewing bank statements to monitor the cash position of the group
post year end, and obtaining an understanding of significant expected cash
outflows (such as capital expenditure) in the forthcoming 12-month period;

·    Considering the group's funding position and requirements;

·    Considering the sensitivity of the assumptions and re-assessing
headroom after sensitivity.

 

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

 

Other information

The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon.  The
directors are responsible for the other information contained within the
annual report.  Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated.  If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves.  If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.

 

As described in the basis for qualified opinion section of our report, we were
unable to satisfy ourselves concerning certain transactions included in the
income statement. We have concluded that where the other information refers to
the income statement, it may be materially misstated for the same reason.

 

 

 

 

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the Basis of
Qualified Opinion section of our report, in our opinion, based on the work
undertaken in the course of the audit:

·      the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and

·      the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of
our report, in the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of the audit,
we have not identified material misstatements in the strategic report or the
directors' report.

 

Arising solely from the limitation on the scope of our work relating to
certain transactions referred to above:

 

·    we were unable to determine whether adequate accounting records have
been kept by the parent company; and

·    we have not received all the information and explanations we require
for our audit.

 

We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:

 

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

·    the parent company financial statements are not in agreement with the
accounting records and returns; or

·    certain disclosures of directors' remuneration specified by law are
not made.

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out
on page 48, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

 

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

 

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our

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

 

The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below and above in the Basis for qualified
opinion section and Key audit matters section.  Irregularities, including
fraud, are instances of non-compliance with laws and regulations.  We design
procedures in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including fraud.

 

We obtain a general understanding of the group's legal and regulatory
framework through enquiry of management in respect of their understanding of
the relevant laws and regulations. We also drew on our existing understanding
of the group's industry and regulation.

 

We understand that the group complies with requirements of the framework
through:

·      Engaging external experts to ensure the Group remains in line
with regulatory expectations and is aware of any updates to legislation.

·      Given the management structure and reporting lines, any
litigation or claims would come to the Directors' attention and are considered
at board meetings.

 

In the context of the audit, we considered those laws and regulations which
determine the form and context of the financial statements, which are central
to the group's ability to conduct its business and where failure to comply
could result in material penalties. We have identified the following laws and
regulations as being of significance in the context of the group:

 

·      The Companies Act 2006 and UK-adopted international accounting
standards in respect of the preparation and presentation of the financial
statements

·      AIM rules and the UK Market Abuse Regulation

·      Bribery Act 2010

·      Health and safety regulations

 

·      Criminal Finances Act 2017

·      Housing Grants, Construction and Regeneration Act 1996 (as
amended by the Local Democracy, Economic Development and Construction Act
2009)

 

We performed the following specific procedures to gain evidence about
compliance with the specific laws and regulations defined above:

 

·      Inspected board meeting minutes to ensure there are no reports of
non-compliance with health and safety regulations or other laws and
regulations

·      Reviewed legal expense accounts to identify any potential legal
issues which may indicate instances of non-compliance

·      Reviewed the bribery policy to understand and consider how this
supports the prevention of instances of bribery occurring within the group

·      Reviewing correspondence with external legal advisers and
evaluating the work performed by legal experts engaged by those charged with
governance, including considering their opinions and conclusions in relation
to compliance with applicable laws and regulations

 

The senior statutory auditor led a discussion with senior members of the
engagement team regarding the susceptibility of the group's financial
statements to material misstatement, including how fraud might occur. The key
areas identified as part of this discussion were:

 

·      Manipulation of the financial statements through the posting of
manual journals

·      Valuation of intangible assets, goodwill and investments where
estimates are made by management

·      Incorrect recognition of revenues, especially on the Group's
civil project contracts

 

The procedures we carried out to gain evidence in the above areas included:

 

·      Testing a sample of manual journals back to supporting
documentation

·      Testing the basis on which revenues have been reported on the
Group's civil projects contracts, by reference to the requirements of IFRS 15

·      Testing the valuation of intangibles, goodwill and investment
balances

 

Overall, the senior statutory auditor was satisfied that the engagement team
collectively had the appropriate competence and capabilities to identify or
recognise irregularities. In particular, both the senior statutory auditor and
the audit manager have a number of years' experience in dealing with companies
in the construction industry, and also with companies listed on the AIM market
of the London Stock Exchange.

 

 

A further description of our responsibilities is available on the FRC's
website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) .  This description forms
part of our auditor's report.

 

Use of our report

This report is made solely to the parent company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit
work has been undertaken so that we might state to the parent company's
members those matters we are required to state to them in an auditor's report
and for no other purpose.  To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the parent company and
the parent company's members as a body, for our audit work, for this report,
or for the opinions we have formed.

 

 

Carl Deane

Senior Statutory Auditor, for and on behalf
of

S&W Audit

Statutory
Auditor

Chartered
Accountants

4(th) Floor EQ Building,

111 Victoria Street

Bristol

BS1 6AX

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                  Year ended              Year ended

                                                                  30 September 2025       30 September 2024

 Continuing operations        Note                                £000                    £000

 Revenue                      6                                   121,245                 101,934

 Cost of sales                                                                            (86,961)

                                                                  (103,039)
 Gross profit                                                     18,206                  14,973

 Administrative expenses                                          (16,360)                (11,601)
 Profit from operations       8                                   1,846                   3,372

 Finance income               12                                  163                     59
 Finance expense              12                                  (1,459)                 (1,184)
 Fair value gains             7                                   302                     -
 Profit before tax expense                                        852                     2,247

 Tax charge on profit         13                                  (257)                   (611)

 Net profit for the year                                          595                     1,636
 Discontinued operations

 Loss for the year            32                                  (662)                    (3,307)

 Total (loss) for the year                                        (67)                    (1,671)

 Earnings/(loss) per share    4

 Continuing operations        - basic & diluted                   0.75p                   2.55p

 All Operations               - basic & diluted                   (0.08)p                 (2.61)p

 

There are no further items of comprehensive income other than those shown
above.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                                                            30 September 2025  30 September 2024
                                                      Note                  £000               £000
 Non-current assets
 Tangible assets                                      17                    7,534              7,430
 Intangible Assets                                    15                    16,523             2,322
                                                                            24,057             9,752
 Current assets
 Inventories                                                                34                 30
 Trade and other receivables                          19                    22,792             19,482
 Current tax receivable                                                     -                  28
 Cash and cash equivalents                                                  7,247              6,393
 Total current assets                                                       30,073             25,933

 Disposal group assets held for resale

                                                      32                    -                  11,833

 TOTAL ASSETS                                                               54,130             47,518

 Equity and liabilities
 Equity attributable to equity holders of the parent
 Share capital                                        25                    79                 75
 Share premium                                        25                    12,790             10,757
 Other reserve                                        25                    139                107
 Retained earnings                                    25                    (814)              769
 Total equity                                                               12,194             11,708

 Non-current liabilities
 Deferred tax liabilities                             14                    1,943              750
 Deferred contingent consideration                                          4,344              1,037
 Loans and borrowings                                 21                    6,000              -
 Lease liabilities                                    22                    3,985              4,057
 Total non-current liabilities                                              16,272             5,844

 Current liabilities
 Trade and other payables                             20                    17,371             11,755
 Current tax payable                                                        1,149              -
 Loans and borrowings                                 21                    6,121              7,295
 Lease liabilities                                    22                    1,023              1,316
 Total current liabilities                                                  25,664             20,366

 Disposal group liabilities held-for-sale

                                                      32                    -                  9,600

 TOTAL LIABILITIES                                                          41,936             35,810

 TOTAL EQUITY AND LIABILITIES                                               54,130             47,518

 

Approved by the board and authorised for issue on
…21/05/2026………………. and signed on its behalf by:

 

 

Brusk Korkmaz, CEO

 

 

 

COMPANY STATEMENT OF FINANCIAL POSITION

 

                                                                 30 September   30 September

                                                                  2025           2024
                                                   Note          £000           £000
 Non-current assets
 Tangible assets                                   17            5,836          5,951
 Intangible assets                                 15            175            -
 Investments in subsidiaries                       18            16,443         2,570
                                                                 22,454         8,521

 Current assets
 Inventories                                                     34             30
 Trade and other receivables                       19            16,781         19,137
 Amounts owed by group undertakings                              53             283
 Current tax receivable                                          1              28
 Cash and cash equivalents                                       4,760          6,163
 Total current assets                                            21,629         25,641

 Disposal group assets held-for-sale (investment)

                                                                 -              2,592

 TOTAL ASSETS                                                    44,083         36,754

 Equity and liabilities
 Share capital                                     25            79             75
 Share premium                                     25            12,790         10,757
 Other reserves                                    25            139            107
 Retained earnings                                 25            (2,578)        1,313
 Total equity                                                    10,430         12,252

 Non-current liabilities
 Deferred tax liabilities                          14            551            764
 Deferred contingent consideration                               4,344          1,037
 Loans and borrowings                              21            6,000          -
 Lease liabilities                                 22            2,704          2,859
 Total non-current liabilities                                   13,599         4,660

 Current liabilities
 Trade and other payables                          20            13,153         11,526
 Loans and borrowings                              21            6,121          7,295
 Lease liabilities                                 22            780            1,021
 Total current liabilities                                       20,054         19,842

 TOTAL LIABILITIES                                               33,653         24,502

                                                                 44,083         36,754

 TOTAL EQUITY AND LIABILITIES

 

Approved by the board and authorised for issue on
…21/05/2026………………. and signed on its behalf by:

 

 

 

Brusk Korkmaz, CEO

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

 

                                                                     Share capital  Share premium  Share based payment reserve  Retained earnings  Total shareholder's equity

                                                                     £000           £000           £000                         £000               £000
 Balance at 1 October 2023                                           62             4,995          69                           3,531              8,657
 Total loss for the year                                             -              -              -                            (1,671)            (1,671)
 Issue of shares                                                     13             5,762          -                            -                  5,775
 Share based payment                                                 -              -              38                           -                  38
 Dividends                                                           -              -              -                            (1,091)            (1,091)

 Balance at 30 September 2024                                        75             10,757         107                          769                11,708
 Total loss for the year                                             -              -              -                            (67)               (67)
 Issue of shares                                                     4              2,033          -                            -                  2,037
 Share based payment                                                 -              -              32                           -                  32
 Elimination of inter-company transactions with disposed subsidiary

                                                                     -              -              -                            (147)              (147)
 Dividends                                                           -              -              -                            (1,369)            (1,369)

 Balance at 30 September 2025                                        79             12,790         139                          (814)              12,194

 

 

 

Dividends were paid to the Company's shareholders during the year in two
instalments - in March 2025 and August 2025. The first was a final dividend
for the year ended 30 September 2024 of £891,740, 1.12p per share (FY 2024:
£710,331), and the second an interim dividend for the year ended 30 September
2025 of £477,718, 0.06p per share (interim 2024: £380,534).

 

 

 

 

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

 

                               Share capital  Share premium account  Share based payment reserve  Retained earnings  Total

                                                                                                                     shareholders

                                                                                                                     equity

                               £000           £000                   £000                         £000               £000
 Balance at 1 October 2023     62             4,995                  69                           3,531              8,657
 Loss for the year             -              -                      -                            (1,127)            (1,127)
 Issue of shares               13             5,762                  -                            -                  5,775
 Share based payment           -              -                      38                           -                  38
 Dividends payable             -              -                      -                            (1,091)            (1,091)
 Balance at 30 September 2024  75             10.757                 107                          1,313              12,252
 Loss for the year             -              -                      -                            (2,522)            (2,522)
 Issue of shares               4              2,033                  -                            -                  2,037
 Share based payment           -              -                      32                           -                  32
 Dividends payable             -              -                      -                            (1,369)            (1,369)
 Balance at 30 September 2025  79             12,790                 139                          (2,578)            10,430

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                     Year ended 30 September  Year ended

                                                                                                               30 September
                                                                           Note
                                                                                     2025                     2024
                                                                                     £000                     £000
 Cash flows from operating activities:
 Profit after taxation on continuing operations                                      595                                  1,636
 Taxation credit                                                                     257                      611
 Finance income                                                                      (163)                    (59)
 Finance costs                                                                       1,459                    1,184
 Share based payment charge                                                26        32                       38
 Depreciation of property plant and equipment                                        1,022                    941
 Impairment of intangible assets                                                     595                      -
 Amortisation of intangible assets                                                   294                      33
 Loss on disposal of tangible assets                                       17        41                       201
 Fair value gain                                                                     (302)                    -
 Tax received                                                                        28                       -
 Increase in inventories                                                             (4)                      (4)
 Decrease in trade and other receivables                                             1,441                     1,408
 Increase in trade and other payables and provisions                                 2,313                      1,481

 Net operating cashflows generated from continuing operations

                                                                                     7,608                    7,470
 Net operating cashflows (used in)/generated from discontinued operations

                                                                                     543                      (1,396)
 Net cashflow generated from operating activities                                    8,151                    6,074

 Cash flows from investing activities:
 Purchase of tangible assets                                                         (235)                    (327)
 Proceeds from disposal of tangible assets                                           359                      119
 Acquisition of subsidiaries (net of cash acquired)                                  (11,786)                 (1,188)
 Acquisition of business (trade and assets)                                          (100)                    -
 Interest received                                                                   163                      59

 Net investing cashflows used in continuing operations

                                                                                     (11,599)                 (1,337)
 Net investing cashflows (used in)/generated from discontinued operations

                                                                                     1,755                    (76)
 Net cashflow used in investing activities                                           (9,844)                  (1,413)

 Cash flows from financing activities:
 Payment of lease liabilities                                                        (1,431)                  (1,522)
 Interest paid                                                             12        (1,034)                  (934)
 Net cash flows to invoice discounting facility                                      (1,174)                  (2,665)
 Loans received                                                                      6,000                    -
 Dividends paid                                                                      (1,369)                  (1,091)
 Net proceeds from issues of shares                                                  2,037                    5,773

 Net financing cashflows generated from/(used in) continuing operations

                                                                                     3,029                    (439)
 Net investing cashflows (used in) discontinued operations                           (482)                    (1,679)
 Net cashflows generated from/(used in) financing activities                         2,547                    (2,118)

 Net increase in cash and cash equivalents                                           854                      2,543

 Cash and cash equivalents at the start of the year                                  6,393                    4,151
 Cash and cash equivalents at the end of the year                                    7,247                    6,694
 Cash in discontinued operations                                                     -                        (301)

 Cash and cash equivalents in continuing operations at end of year

                                                                                     7,247                    6,393

 

COMPANY STATEMENT OF CASH FLOWS

                                                                           Year ended 30 September  Year ended 30 September

                                                                 Note      2025                     2024
                                                                           £000                     £000

 Cash flows from operating activities:
 Loss after taxation                                                       (998)                            (1,126)
 Taxation (credit)/charge                                                  (213)                    725
 Finance income                                                            (159)                    (59)
 Finance costs                                                             1,168                    1,095
 Share based payment charge                                      26        32                       38
 Depreciation of property plant and equipment                              813                      767
 Impairment in investments in subsidiaries                                 668                      -
 Loss/(profit) on disposal of Tangible assets                    17        39                       (223)
 Fair value loss                                                           1,320                    -
 Tax received                                                              28                       -
 Increase in inventories                                                   (4)                      -
 Decrease in trade and other receivables                                   2,586                    1,404
 (Decrease)/increase in trade and other payables and provisions            (56)                     1,400

 Net cashflow generated from operating activities                          5,224                    4,017

 Cash flows from investing activities:
 Purchase of tangible assets                                               (229)                    (394)
 Proceeds from disposal of tangible assets                                 160                      530
 Acquisition of subsidiaries (net of cash acquired)                        (11,786)                 (2,037)
 Acquisition of business (trade and assets)                                (100)                    -
 Proceeds on disposal of investments                                       1,924                    -
 Interest received                                                         159                      59

 Net cashflow used in investing activities                                 (9,872)                  (1,842)

 Cash flows from financing activities:
 Payment of lease liabilities                                              (1,215)                  (1,259)
 Interest paid                                                   12        (1,034)                  (921)
 Net cash flows to invoice discounting facility                            (1,174)                  (2,665)
 Loans received                                                            6,000                    -
 Dividends paid                                                            (1,369)                  (1,091)
 Net proceeds from issues of shares                                        2,037                    5,773

 Net cashflow generated from/(used in) financing activities                3,245                    (163)

 Net (decrease)/increase in cash and cash equivalents                      (1,403)                  2,012

 Cash and cash equivalents at the start of the year                        6,163                    4,151

 Cash and cash equivalents at the end of the year                          4,760                    6,163

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

Net debt

 

Group

 

 FY2024- FY2025             At 30 September 2024  Cash flow  Non-cash movement  At 30 September 2025

                            £000                  £000       £000               £000

 Cash and cash equivalents
 Cash                       6,393                 854        -                  7,247
 Debt
 Bank loans                 (7,295)               (4,826)    -                  (12,121)
 Lease liabilities          (5,373)               1,430      (1,065)            (5,008)
 Financing liabilities      (12,668)              (3,396)    (1,065)            (17,129)
 Net debt                   (6,275)               (2,542)    (1,065)            (9,882)

 

 

 

Non-cash movements represent new liabilities and finance charges recognised
under IFRS 16 in respect of leases.

 

 

 

 

 FY2023- FY2024             At 30 September 2023  Cash flow  Non-cash movement                                       At 30 September 2024

                            £000                  £000       £000               Reclassification to disposal group   £000

                                                                                £000

 Cash and cash equivalents
 Cash                       4,151                 2,543      -                  (301)                                6,393
 Debt
 Bank loans                 (9,960)               2,790      -                  (125)                                (7,295)
 Lease liabilities          (16,985)              3,603      (1,357)            9,366                                (5,373)
 Financing liabilities      (26,945)              6,393      (1,357)            9,241                                (12,668)
 Net debt                   (22,794)              8,936      (1,357)                                                 (6,275)

                                                                                8,940

 

 

 

 

Company

 

 FY2024- FY2025             At 30 September 2024  Cash flow  Non-cash movement  At 30 September 2025

                            £000                  £000       £000               £000

 Cash and cash equivalents
 Cash                       6,163                 (1,403)    -                  4,760
 Debt
 Bank loans                 (7,295)               (4,826)    -                  (12,121)
 Lease liabilities          (3,880)               1,215      (819)              (3,484)
 Financing liabilities      (11,175)              (3,611)    (819)              (15,605)
 Net debt                   (5,012)               (5,014)    (819)              (10,845)

 

 

Non-cash movements represent new liabilities and finance charges recognised
under IFRS 16 in respect of leases.

 

 

 

 

 

 

 FY2023- FY2024             At 30 September 2023  Cash flow  Non-cash movement  At 30 September 2024

                            £000                  £000       £000               £000

 Cash and cash equivalents
 Cash                       4,151                 2,012      -                  6,163
 Debt
 Bank loans                 (9,960)               2,665      -                  (7,295)
 Lease liabilities          (16,985)              1,259      11,846                  (3,880)
 Financing liabilities      (26,945)              3,924      11,846             (11,175)
 Net debt                   (22,794)              5,936      11,846             (5,012)

 

 

Non-cash movements represent new liabilities and finance charges recognised
under IFRS 16 in respect of leases.

 

 

1          General Information

 

The Group comprises a number of companies owned by Hercules PLC (previously
Hercules Site Services plc), all limited by share capital incorporated and
domiciled in England and Wales. The principal activity of the Group is that of
general construction and civil engineering.

 

The address of its registered office and principal place of business is:

 

Hercules Court

Lakeside Business Park

South Cerney

Cirencester

GL7 5XZ

 

2          Summary of significant accounting

 

Statement of compliance

The Group and Parent financial statements have been prepared in accordance
with UK-adopted international accounting standards.

 

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of the financial
statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.

 

Basis of preparation

The financial statements have been prepared on the following basis:

·    The financial information for the Group and the Company for the years
ended 30 September 2024 and 30 September 2025;

·    Using the historical cost convention except for, where disclosed in
the accounting policies, certain items shown at fair value.

 

The financial statements are presented in Pounds Sterling, being the
functional currency of the Group. The preparation of the financial statements
in conformity with IFRS requires the use of certain critical accounting

estimates. It also requires management to exercise its judgement in the
process of applying the Group's accounting policies.  These are disclosed in
note 3.

 

Changes in accounting policy and disclosures

(a)   Amended accounting standards

New Standards applicable for the year were as follows:

-       Amendments to IFRS 16 : Lease Liability in a Sale and Leaseback
(1 January 2024)

-       Amendments to IAS 1 : Non-current Liabilities with Covenants (1
January 2024)

-       Amendments to IAS 7 and IFRS 7 Supplier Finance (1 January 2024)

-       IFRS S1: General requirements for disclosure of sustainability
related financial information (1 January 2024) not yet endorsed for use in the
UK

-       IFRS S2: Climate related financial disclosures (1 January 2024)
not yet endorsed for use in the UK

-       Amendments to IAS 21 The effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability (1 January 2025)

None of these amendments to Standards had a material impact on the Group's
results for the year.

(b)   Future standards

At the date of authorisation of the financial statements, the Group has not
early adopted the following amendments to Standards and Interpretations that
have been issued but are not yet effective:

 

-       Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and IFRS 7) (1 January 2026)

-       Annual Improvements to IFRS Accounting Standards - Volume 11 (1
January 2026)

-       Contracts Referencing Nature-dependent Electricity - Amendments
to IFRS 9 and 7 - (1 January 2026)

-       IFRS 18 - Presentation and Disclosure in Financial Statements -
(1 January 2027)

-       IFRS 19 - Subsidiaries without Public Accountability - (1
January 2027)

 

 

These Standards and amendments are effective from accounting periods beginning
on or after the dates shown above. The directors do not expect any material
impact as a result of adopting the standards and amendments listed above in
the financial year they become effective.

 

Going concern

The directors have prepared a core forecast up to September 2027 using prudent
assumptions, and assuming the Group will continue as a going concern. Under
the going concern assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future. In assessing whether the going concern
assumption is appropriate, management has considered the Group's existing
working capital and management are of the opinion that the Group has adequate
resources to undertake its planned programme of activities for a period of at
least 12 months from the date of approval of these financial statements. The
Group's working capital facility is now capped at £16m (but the directors
believe could be extended if required) and is on a 6-month notice period on
either side. The facility renewal discussions with multiple vendors are well
advance and will be concluded well before the October 2026 renewal date. A
good relationship exists between the Group and the provider; therefore, the
Directors do not believe the facility will be terminated within the going
concern assessment period.

 

The directors have undertaken assessments of revenue streams from key
contracts, growth in several areas, overheads, cash levels, cash facilities
where required, tax projections etc. This core scenario provides a very
healthy view of the Group's cash position. A further "low" scenario test with
lower sales and margins than the base case still provides sufficient (but
reduced) cash levels in the 12 months ahead. This is before considering likely
mitigating actions (overhead reductions) the Group would take should such an
unlikely scenario become reality.

 

The Group increased its turnover by 19% in the year and exceeded its forecast
turnover and underlying EBITDA. The Group is one of five labour suppliers now
operating on the Northern Section of HS2 (Birmingham section), which is
currently the largest construction project in Europe. We expect this will
continue at a similar level over the next few years.

 

Civil projects are expected to be similarly busy, as the work is predominantly
in the Water Sector, and as the increased spend of AMP 8 starts to progress
from design to projects on site, then activity levels will increase.

 

Based on the current status, the Directors have a reasonable expectation that
the Group will               be able to execute its plans in the
medium term such that the Group will have adequate resources to continue in
operational

existence for the foreseeable future. This provides the Directors with
assurance on the Group's ability to continue as a going concern and therefore
adopt the going concern basis of accounting in preparing the annual financial
statements. Cash at the end of FY2025 was £7.2m (FY2024 £6.4m).

 

Basis of consolidation

The Consolidated financial statements consolidate the financial statements of
the Group and its subsidiary undertakings drawn up to 30 September 2025.

As permitted by section 408 of the Companies Act 2006, no profit and loss
account is presented for the Company.

 

A subsidiary is an entity controlled by the Group. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group or, if
created directly, the subsidiary has been incorporated. The Group obtains
control over a business when it has:

 

a)    power over the business

b)    exposure, or rights, to variable returns from its involvement with
the business

c)     the ability to use its power over the business to affect the amount
of the Group's returns

Where applicable, the results of subsidiaries acquired during the period are
included in the consolidated statement of comprehensive  income  from the
effective date   of acquisition.  Where necessary, adjustments are made to
the financial statements of subsidiaries to bring their accounting policies
into line with those used by the Group.

The acquisition method of accounting is used to account for business
combinations that result in the acquisition of subsidiaries by the Group. The
cost of a business combination is measured as the fair value of the assets
given, equity instruments issued, and liabilities incurred or assumed at the
date of exchange. Identifiable assets acquired, liabilities and contingent
liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date. Any excess of the cost of the business
combination over the acquirer's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities recognised is
recorded as goodwill. No goodwill has arisen on consolidation of subsidiaries.
Inter-Group transactions, balances, and unrealised gains on transactions
between the Group and its subsidiaries, which are related parties, are
eliminated in full.

 

Parent Company Guarantee
Hercules PLC has provided a guarantee in accordance with section 479A of the Companies Act 2006 to the following named subsidiaries to allow them to claim exemption from audit.
 
Hercules (Training) Limited*                         (14975482)
Hercules (White Collar) Limited**                 (07235347)

Advantage NRG Ltd
            (07529509)

 

*Hercules Site Services (Training) Limited was renamed Hercules (Training)
Limited in May 2025.

**Hercules Site Services (White Collar) Limited was renamed Hercules (White
Collar) Limited in May 2025.

 
Segmental reporting

Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
directors that make strategic decisions. The Group operates from one location
but, in the Directors' opinion, has three reportable segments: Labour supply,
Civil projects, and Other activities.

 

Revenue

Revenue arises from the provision of construction and civil engineering
services under fixed price contracts. Contract duration can vary and can range
from the supply of labour only to the provision of fully managed construction
and engineering projects. Where variations are requested, prices are agreed as
soon as practically possible. Variations are exactly that - changes or
additions to initial requests. Discounts, rebates, refunds, credits, price
concessions, incentives, performance bonuses, penalties are rarely
encountered, but if any of them are, they are not material.

To determine whether to recognise revenue, the Group follows the 5-step
process as set out within IFRS 15:

1.     Identifying the contract with a customer

2.     Identifying the performance obligations

3.     Determining the transaction price

4.     Allocating the transaction price to the performance obligations

5.     Recognising revenue when/as performance obligation(s) are satisfied

 

Certain fixed price contracts span more than one accounting period and can
have a duration of more than one year. The Group's accounting policies for
these projects require revenue and costs to be allocated to individual
accounting periods and the consequent recognition at period-end of contract
assets or liabilities for projects still in progress. Management apply
judgement in estimating the total revenue and total costs expected on each
project. Such estimates are revised as a project progresses to reflect the
current status of the project and the latest information available to
management. The project teams regularly review contract progress to ensure the
latest estimates are appropriate. The carrying amounts of contract assets is
stated in Note 19. The key judgements and policies in respect of revenue from
the Group's various activities are described further below.

 

Labour Supply

This represents the provision of labour to customers. The amount of revenue is
based on agreed contractual hourly rates with customers. The customer
simultaneously receives and consumes the benefits provided by the Group's
performance under these contracts and the performance obligation (being the
provision of labour) is therefore satisfied over time. In most cases, the
Group invoices customers monthly in arrears for the hours of labour supplied
during that month. Amounts invoiced but unpaid at the balance sheet date are
included within trade receivables. In some cases, the monthly invoice will not
correspond with a calendar month, and the Group is therefore required to
include an amount within contract assets in the Statement of Financial
Position, for revenue relating to periods for which labour has been provided
but not yet invoiced.

 

 

Civil Projects

This represents work performed under contracts with customers to undertake
construction and/or civil engineering works. These contracts contain several
individually identified services. However, the directors consider that the
services being provided are highly interdependent and interrelated and
therefore should not be separate performance obligations under IFRS 15.
Furthermore, the services provided by the Group either enhance an asset that
the customer controls and/or do not create an asset with alternative use to
the Group and there is an

 

enforceable right to payment for performance completed to date. The Group
therefore considers the delivery under these contracts to be a single
performance obligation that is satisfied over time.

 

Each contract has its own assessed view. Contract modifications are recognised
when the Group considers that they have been approved. The estimation of final
contract value includes the assessment of the recovery of variations, claims,
and compensation events.  The estimate made is constrained in accordance with
IFRS 15 so that it is highly probable not to result in a significant reversal
of revenue in the future. Where the change in scope results in an increase to
the work to be performed that is distinct and reflects the stand-alone selling
price of the good/service, it is treated as a separate contract.

 

Under these contracts, the Group produces a monthly 'application' to the
customer detailing the work performed to date and requesting payment
accordingly. Within a period of one to two months (in most cases) the customer
will confirm agreement to the 'application' and remit the necessary funds to
the Group. Historically, the Group's experience is that instances of customers
materially disagreeing with the 'application' are rare and that this is
therefore a reliable method by which to recognise revenue earned ("output
method"). There have been no new 'output' method projects started since March
2021, and internal valuations made under this method in the year ending 30
September 2025 would not change the position in any material way.

 

At the balance sheet date, the Group includes a balance in receivables for
revenue receivable on contracts based on the work performed. The Group used
the output method for all projects still in operation at the end of March 2021
(until those projects are completed), but all new projects since then use the
input method, based on costs incurred to date, to estimate the amount of
revenue earned and includes an amount in contract assets within receivables.
The input method is based on costs incurred at the balance sheet date compared
to expected costs to be incurred throughout the life of the contract.

 

Other

 

Revenue from the Training Academy is recognised, at a point in time, when the
services have been delivered to the end customer. Payment terms are typically
30 days.

 

Taxation

The tax expense or credit for the period comprises current and deferred tax.
Tax is recognised in the income statement, except that a change attributable
to an item of income or expense recognised as other comprehensive income is
also recognised directly in other comprehensive income.

 

The current tax charge or credit is calculated based on tax rates and laws
that have been enacted or substantively enacted by the reporting date in the
United Kingdom, where the Group operates and generates taxable income.

 

Deferred tax is recognised on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial
statements and on unused tax losses or tax credits available to the Group.
Deferred tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date and that are expected to apply in
the period when the liability is settled, or the asset realised.

 

Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. The carrying amounts of deferred tax assets are
reviewed at each reporting date and a valuation allowance is set up against
deferred tax assets so that the net carrying amount equals the highest amount
that is more likely than not to be recovered based on current or future
taxable profit.

 

Deferred tax assets and liabilities are only offset against each other when
there is a legally enforceable right to set off current taxation assets
against current taxation liabilities and the deferred tax assets and
liabilities relate to income taxes levied by the same tax authority on either
(a) the same taxable entity, or (b) different taxable entities which intend to
settle these on a net basis, or to realise the assets and settle the
liabilities simultaneously.

 

 

In the Group's accounts all income taxes are levied by H M Revenue and
Customs.  Management reviews the offset of deferred tax assets and
liabilities to ensure such an offset is appropriate.

 

Tangible assets

Property, plant, and equipment is stated in the statement of financial
position at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.

 

 

The cost of property, plant and equipment includes directly attributable
incremental costs incurred in its acquisition and installation.

 

Depreciation

Depreciation is charged so as to write off the cost of assets over their
estimated useful lives, as follows:

 

Asset
class
Depreciation method and rate

Plant and machinery                          10%
reducing balance

Fixtures, fittings and equipment       20% reducing balance

Right-of-use assets

Cars
Straight line over the term of the lease

Vans
10% reducing balance

Property
Straight line over the term of the lease

Plant & Machinery               8.3% reducing balance

 

Intangible assets

Goodwill arises on business acquisitions and represents the excess of the cost
of the acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the entity
recognised at the date of acquisition.  Goodwill is initially recognised as
an asset at cost and is subsequently measured at cost

less accumulated impairment losses.

 

Amortisation is charged on brand value and customer contract assets. These
arose on the acquisition of Future Build in FY2024 and Advantage NRG in
FY2025. In the case of both brand value and customer contract assets, these,
are being amortised over 10 years, estimated to be their useful economic life.

 

Impairment of non-financial assets

For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately independent cash inflows (CGU). All
non-financial assets or CGUs are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.

An impairment charge is recognised for the amount by which the assets or CGUs
carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of fair value, reflecting market conditions less costs to sell, and
value in use. All assets are subsequently reassessed for indications that an
impairment loss previously recognised may no longer exist. Value in use is
assessed by discounting the estimated future cash flows that the asset is
expected to generate throughout its useful life.

 

Discontinued operations

Hercules completed the sale of Hercules (Suction Excavators) Ltd in February
2025. This disposal met the definition of a discontinued operation as
stipulated by IFRS 5. (See Note 32).

 

Financial instruments

The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability, or an equity
instrument in accordance with the substance of the underlying contractual
arrangement. Financial instruments are recognised on the date when the Group
becomes a party to the contractual provisions of the instrument. Most
financial instruments are initially recognised at fair value. Trade
receivables are held to collect the contractual cash flows and are initially
measured at the transaction price as defined in IFRS 15. Financial instruments
cease to be recognised at the date when the Group ceases to be party to the
contractual provisions of the instrument.

 

Financial assets are included on the balance sheet as trade and other
receivables or cash and cash equivalents. Financial liabilities include
borrowings, trade payables and accruals.

 

(a) Trade receivables

Trade receivables are amounts due from customers for services performed in the
ordinary course of business. They are recognised initially at the amount of
consideration that is unconditional. The Group holds the trade receivables
with the objective of collecting the contractual cash flows and therefore
measures them subsequently at amortised cost using the effective interest
method, less provision for impairment. A provision for impairment of trade
receivables is established based on the expected credit loss. The Group
applies the IFRS 9 simplified approach to measure expected credit losses that
uses a lifetime expected loss allowance for all trade receivables, which are
grouped based on shared credit risk characteristics and the days past due. The
amount of the provision is recognised in the balance sheet within trade
receivables. Movements in the provision are recognised in the profit and loss
account in administrative expenses. Any change in their value through
impairment or reversal of impairment is recognised in the income statement.
Default is defined as non-payment - there is no specific write off policy, but
disputes are settled by discussion as is common in the industry.

 

(b)   Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that have a maturity date of 3 months or
less, are readily convertible to a known amount of cash and are subject to an
insignificant risk of change in value.

 

(c)   Borrowings

All borrowings are initially recorded at fair value. Borrowings are
subsequently carried at amortised cost, with the difference between the
proceeds, net of transaction costs, and the amount due on redemption being
recognised as a charge to the income statement over the period of the relevant
borrowing. Interest expense is recognised on the basis of the effective
interest method and is included in finance costs.

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

 

(d)   Trade payables

Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if the Group does not have an
unconditional right, at the end of the reporting period, to defer settlement
of the creditor for at least twelve

months after the reporting date. If there is an unconditional right to defer
settlement for at least twelve months after the reporting date, they are
presented as non-current liabilities. Trade payables are recognised initially
at fair value, and all are repayable within one year and hence are included at
the undiscounted amount of cash expected to be paid.

 

(e)   Contract assets

A contract asset is recognised within receivables where the Group has earned
the right to revenue through performance under contracts. Contract assets are
also potentially subject to credit losses and are therefore subject to a
provision for expected credit losses in the same way as trade receivables as
described above.

 

(f)    Leases

 

The Group as lessee

 

Short term leases (up to one year) or leases of low value (up to £500) are
recognised as an expense on a straight-line basis over the term of the lease.

 

The Group recognises right-of-use assets under lease agreements in which it is
the lessee.  The underlying assets comprise property, plant and machinery and
motor vehicles, and are used in the normal course of business.  The
right-of-use assets comprise the initial measurement of the corresponding
lease liability payments made at or before the commencement day as well as any
initial direct costs and an estimate of costs to be incurred in dismantling
the asset.  Lease incentives are deducted from the cost of the right-of-use
asset.  The corresponding lease liability is included in the statement of
financial position as a lease liability. The right-of-use asset is depreciated
on a straight-line or reducing balance basis over shorter of the asset's
useful life and the lease term and where impairment indicators exist, the
right of use asset will be assessed for impairment.

 

The lease liability shall initially be measured at the present value of the
lease payments that are not paid at that date, discounted using the rate
implicit in the lease or, where this cannot be determined, the Group's
incremental borrowing rate. The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on the lease liability
(application of the effective interest method) and by reducing the carrying
amount to reflect the lease payments made.  No lease modification or
reassessment changes have been made during the reporting period from changes
in any lease terms or rent charges.

 
Provisions

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

 

Provisions are measured at the directors' best estimate of the expenditure
required to settle the obligation at the reporting date and are discounted to
present value where the effect is material.

 

Share capital

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

 

Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

 

Contributions to defined contribution plans are recognised as employee benefit
expense when they are due. If contribution payments exceed the contribution
due for service, the excess is recognised as a prepayment.

 

Share-based payment

The Group applies IFRS 2 to share-based payments. The Group operates a share-based payment compensation plan, under which the entity grants key employees the option to purchase shares in Hercules PLC at a specified price maintained for a certain duration. The Group has also issued warrants to certain key suppliers with similar characteristics which are accounted for in the same way as the options.

 

The fair value of the services received in exchange for the grant of the
options is recognised as an expense. The total amount to be expensed is
determined by reference to the fair value of the options granted:

 

•        including any market performance conditions (e.g. an
entity's share price).

•        excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability, sales growth targets and
remaining an employee of the entity over a specified time), and

•        including the impact of any non-vesting conditions (e.g. the
requirement for employees to save).

 

Non-market performance and service conditions are included in assumptions
about the number of options that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each financial
period, the Group revises its estimates

of the number of options that are expected to vest based on the non-market
vesting conditions. It recognises the impact of the revision to original
estimates, if any, in the Consolidated Statement of Comprehensive Income, with
a corresponding adjustment to equity. When the options are exercised, and the
Group issues new shares to meet that obligation, the proceeds received net of
any directly attributable transaction costs are credited to share capital
(nominal value) and share premium.

 

 

3          Critical accounting judgements and key sources of
estimation uncertainty

 

In the application of the Group's accounting policies, management is required
to make judgements, estimates and assumptions about the carrying value of
assets and liabilities that are not readily apparent from other sources. The
estimates and underlying assumptions are based on historical experience and
other factors that are relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which
the estimate

is revised if the revision affects only that period, or in the period of
revision and future periods if the revision affects both current and future
periods. The key sources of estimation uncertainty that could have a
significant effect on the amounts recognised in the financial statements are
described below. The impact of climate change is at present considered to not
be material.

 

The Group has considered the nature of the estimates involved in deriving
balances on long term contracts, and concluded that it is possible that
outcomes within the next financial year may be different from the Group's
assumptions applied as at 30 September 2025 and could require an adjustment
(but not considered to be material) to the carrying amounts of these assets
and liabilities in the next financial year. However, due to the level of
uncertainty, combination of cost and income variables and timing across the
Group's portfolio of contracts at different stages of their contract life, it
is impracticable to provide a quantitative analysis of the aggregated
judgements that are applied at a portfolio level.

 

 

Key judgements

 

Lease discount rate

IFRS 16 requires the carrying value lease liabilities and the corresponding
right of use assets to be calculated using the net present value of future
lease payments. This calculation inherently requires a discount rate to be
applied, which requires judgement. The Directors have used an average of 6.43%
borrowing rate for property leases.

 

Key sources of estimation uncertainty

 

Revenue recognition (Civil projects)

To determine the profit and loss that the Group is able to recognise on its
Civil projects in the accounting period, the Group has to estimate the total
costs expected to be incurred under each project. While the costs incurred to
date are known, the estimation of costs to complete for each project requires
judgement. Management assesses the degree of completion by measuring the value
of costs incurred as a percentage of the estimated total costs of the project.
This is considered the most appropriate measure of completion of projects as
revenue is invoiced based on the value of work performed. This represents an
'input method' under IFRS 15. Such estimates are revised as a project
progresses to reflect the status of the project and the latest information
available to management. The project teams regularly review contract progress
to ensure the latest estimates are appropriate. Further information is
disclosed in Note 2 under 'Revenue' and the carrying amounts of contract
assets are stated in Note 6. There will always be some estimation uncertainty
in the recognition of revenue owing to the estimate of cost to complete.

 

The Group recognises recoveries of claims from clients as revenue where clear
entitlement has been established, such as through dispute-resolution
processes. This includes the recovery of costs (such as delays to the contract
programme) to the extent it is highly probable not to result in a significant
reversal of revenue in the future.

 

Impairment/amortisation of intangible assets

The group has goodwill arising on a business combination. The group tests
annually whether goodwill has suffered any impairment in accordance with the
requirements of IAS 36, Impairment of Assets. All acquisitions are assessed
for the value of acquired customer contracts, and the company brand name
values (per Note 15), and values written down over 10 years. Customer
contracts and the Brand values are tested annually for impairment, the
recoverable amounts have been determined based on value-in-use calculations
reported in continuing operations.

 

Investments

The company has investments in subsidiaries which are shown at cost, less
provisions for impairment. Investments in subsidiaries are reviewed for
impairment annually or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired. The recoverability of
investments is dependent on value-in-use calculations of the Future Build and
Advantage NRG businesses and achieving the revenue growth and EBITDA within
these forecasts, the actuality of which is not certain. The sensitivities to
these cash flows are considered in the impairment of intangible assets (See
Note 15).

 

 

 

4          Earnings per share

                                                               Year ended 30 September  Year ended 30 September

                                                               2025                     2024
                                                               £000                     £000
 Basic and diluted

 Profit from continuing operations                             595                      1,636
 Loss from discontinued operations                             (662)                    (3,307)
 (Loss) from all operations                                    (67)                     (1,671)

 Basic and diluted weighted average number of shares in issue  79,595,150               64,062,371

 Basic and diluted profit/(loss) pence per share:

 Continuing operations                                         0.75                     2.55
 Discontinued operations                                       (0.83)                   (5.16)
 Loss from all operations                                      (0.08)                   (2.61)

The Group has share options and warrants in issue as disclosed in Note 26.
There are very few share options in issue that are below the average share
price during the year, so after due consideration we are happy the potential
shares arising are not dilutive.

 

 

5          Segmental reporting

 

The Group's management have identified three continuing operating segments:
Labour supply, Civil projects, and Other services. The segments are monitored
by the Group's chief operating decision makers and strategic decisions are
made based on the segments' operating results.

 

Segment information for the year ended 30 September 2025 is as follows:

 

Continuing Operations

 

                                        Labour supply       Civil projects  Other           Total
                                        £000                £000            £000            £000

 Revenue (all from external customers)       106,936           13,554          755             121,245
 Cost of sales                              (91,566)          (11,038)          (435)         (103,039)
 Gross profit                           15,370              2,516           320             18,206
 Administrative expenses                      (3,197)           (1,402)          (477)       (5,076)

 Operating profit/(loss) from segments  12,173              1,114           (157)                    13,130
 Administrative expenses
 not attributable to segments                                                                     (11,284)
 Profit from operations                                                                     1,846
 Finance income                                                                             163
 Finance costs                                                                              (1,459)
 Fair value gains                                                                           302
 Profit before tax                                                                          852

Segment information for the year ended 30 September 2024 was as follows:

 

Continuing operations

 

                                        Labour supply       Civil projects  Other         Total
                                        £000                £000            £000          £000

 Revenue (all from external customers)       84,125            17,535          274           101,934
 Cost of sales                              (72,985)          (13,819)          (157)       (86,961)
 Gross profit                           11,140              3,716           117           14,973
 Administrative expenses                      (2,215)           (1,514)       (364)        (4,093)

 Operating profit/(loss) from segments  8,925               2,202               (247)     10,880
 Administrative expenses
 not attributable to segments                                                             (7,508)
 Profit from operations                                                                   3,372
 Finance income                                                                           59
 Finance costs                                                                            (1,184)
 Profit before tax                                                                        2,247

Other services include digital products, health trailer services, Academy
training.

 

 

 

6          Revenue

The total turnover of the Group has been derived from activities wholly
undertaken in the United Kingdom, being the operation of construction and
engineering contracts, and other services. The Groups revenue from each
activity is shown below and is all derived in the United Kingdom.

 

                                   2025         2024

                                   £000         £000
 Labour supply                     106,786      84,125
 Civil projects                    13,704       17,535
 Total from construction services  120,490      101,660
 Other                             755          274
                                   121,245      101,934

 

The Group derives its income from three main activities, all of which are
linked to the principal activity of the delivery of construction and civil
engineering services, being the provision of labour and services provided
under construction and/or civil engineering contracts. These are referred to
internally as 'Labour supply' and 'Civil projects' and "Other", which relates
to the Training Academy.

 

Significant customers

 

In the year ended 30 September 2025 one customer represented 54% (£65.1m) of
revenue (2024 one customer 41% (£49.2m)), and another customer represented
11% (£13.0m) of revenue (2024 one customer 9% (£11.1m). These customers were
primarily labour supply customers. No other customers represented more than 8%
of revenue in either year.

 

Contracts with customers

 

The Group has contract assets relating to revenue earned from the supply of
labour and construction services. Due to the nature of this revenue, balances
defined as contract assets will vary and depend on the number, timing and
nature of the contracts in progress at the balance sheet date. The relevant
balances are shown as contract assets in note 19. The decrease in contract
assets compared to the prior year represents the decreased level of activity
at the year end.

 

Contract balances

 

The nature of the Group's revenue recognition is such that the only contract
balances arising relate to accrued income, which is shown as a contract asset.
The balance at 30 September 2025 was £2.6m (2024: £3.0m).

 

Significant changes in contract assets

 

The Group has many contracts for services underway at any point in time, and
these are a mix of large and small contracts, generally with monthly
invoicing. The level of contract assets therefore fluctuates depending on the
mix of contracts and the stage of contract completion at the balance sheet
date by reference to costs incurred to date.

 

7          Fair value gains

 

 

                                                 30 September 2025  30 September 2024

                                                 £000               £000
 Reduction in deferred contingent consideration

                                                 302                -

 

The forecast valuation of the Future Build acquisition required a Group
goodwill impairment charge in FY2025.

This impairment is necessary as the current forecast results are not
sufficient to avoid the charge.

 

 

 

 

8          Profit from operations

  Operating profit is stated in the income statement after charging:

 

                                                                          Year
                                     ended 30 September
                                                                         2025                                2024
                                                                         £000                                £000
 Depreciation - owned assets         17                                  147                                 108
 Depreciation - right-of-use assets  17                                  875                                 833
 Loss on disposal of fixed assets    17                                  41                                  209
 Goodwill Impairment                 15                                  595                                 -
 Amortisation of intangibles                                             294                                 33
 Research and development costs                                          80                                  6

 

9         Auditors' remuneration

 

No non-audit services have been provided in the year.

                                                                            Year ended 30 September
                                                                                          2025          2024
                                                                                          £000          £000
 Fees payable to the current auditors for the audit of the group financial
 statements including subsidiaries

                                                                                          305           121

 

In addition to the above, the suction excavator business for the 4 months
ending January 2025 was audited by another auditor to the above for £20,000.

 

10        Staff costs

 

Group

 

The aggregate employee benefit expenses were as follows:

                                     Year ended 30 September
                                                                           2025                                  2024
                                                                           £000                                  £000
                                                                                                                 Restated
 Wages and salaries                                                        64,571                                43,358
 Social security costs                                                     8,068                                 5,066
 Defined contribution pension costs                                        1,096                                 671
                                                                           73,735                                49,095

 

 

During the preparation of the financial statements for the year ended 30
September 2025, it was identified that Wages and salaries were not presented
inclusive of holiday pay accruals. In order to align the Group and Company
accounts, a reclassification adjustment to increase Wages and salaries by
£3,262k has been debited, with an equal credit to Cost of Sales. This does
not have an impact on the face of the financial statements.

 

 

 

The average monthly number of employees for the Group during the year was as
follows:

 

                                Year ended 30 September
                                                                          2025                                      2024
                                                                          £000                                      £000

 Site based operatives                                                    923                                       635
 Administrative and Managerial                                            142                                       123
                                                                          1,165                                     758

 

 

Company

 

The aggregate employee benefit expenses were as follows:

                                     Year ended 30 September
                                                                           2025                                  2024
                                                                                                                 Restated
                                                                           £000                                  £000
 Wages and salaries                                                        57,399                                42,054
 Social security costs                                                     7,376                                 4,983
 Defined contribution pension costs                                        1,083                                 646
                                                                           65,858                                47,683

 

The average monthly number of employees for the Company during the year was as
follows:

 

                                                                Year ended 30 September
                                                                        2025                                2024
                                                                        £000                                £000

 Site based operatives                                                  869                                 633
 Administrative and Managerial                                          117                                 102
                                                                        986                                 735

 

 

11        Key management remuneration

 

Key management of the Group are the directors.  Remuneration paid to the
directors (statutory and non-statutory) of the Group by the Group is set out
below:

 

                        Year ended 30 September
                                                                  2025                                      2024
                                                                  £000                                      £000

 Salaries and benefits                                            1,775                                     1,283
 Pension contributions                                            80                                        81

                                                                  1,855                                     1,364

 

 

During the year retirement benefits were accruing to 2 directors (2024: 2) in
respect of defined contribution pension schemes.

 

 

Amounts paid to the highest paid director were as follows:

 

                        Year ended 30 September
                                                                  2025                                      2024
                                                                  £000                                      £000

 Salaries and benefits                                            626                                       394
 Pension contributions                                            10                                        10

                                                                  636                                       404

 

 

 

 

 

12        Finance income and expense

 

   Finance income                                                 £000   £000
   Interest on:

   - Bank deposits                                                163    59
   Total finance income                                           163    59

   Finance expense
   Lease finance costs                                            236    201
   Finance charge unwinding on deferred contingent consideration  189    -
   Interest on loans measured at amortised cost                   164    49
   Invoice discounting interest                                   870    934
   Total finance expense                                          1,459  1,184

 

 

 

 

13        Income taxes

 

                                                 Year ended 30 September
                                                               2025          2024
                                                               £000          £000
 Current tax:
 UK corporation tax                                            411           -
 Adjustments to prior periods                                  -             53
 Total current tax charge                                      411           53

 Deferred tax:
 Origination and reversal of timing differences                105           349
 Adjustments in respect of prior periods                       (259)         209
                                                               (154)         558

 Tax charge on profit on ordinary activities                   257           611

 

Tax on profit on ordinary activities for the year is lower than the standard
rate of corporate tax in the UK of 25%, (2024: 25%).

 

The differences are reconciled below:

                                      Year ended 30 September
 Continuing operations                                                                 2025         2024
                                                                                       £000         £000
 Profit on ordinary activities before taxation                                         853          2,247

 Tax at the UK rate of 25% (2024: 25%)                                                 213          562

 Effect of:
 Expenses not deductible for tax purposes                                              275          (122)
 Fixed asset differences on assets not eligible for capital allowances

                                                                                       57           8
 Adjustments in respect of prior periods                                               (274)        262
 Transfer of trade                                                                     -            (93)
 Group relief                                                                          7            (6)
 Deferred tax recognised in OCI                                                        (18)         -
 Deferred tax movement not recognised                                                  (3)          -
 Total tax charge                                                                      257          611

 

 

 

14        Deferred tax

 

Group

 

Deferred tax balances are analysed as follows:

 

 Deferred tax balances before offset              30 September 2025      30 September 2024
                                                  £000                   £000
 Deferred tax liability                           (1,999)                 (869)
 Deferred tax asset                               56                     119
 Total deferred tax liability                     (1,943)                (750)

 Deferred tax balances after offset               30 September 2025      30 September 2024
                                                  £000                   £000
 Deferred tax asset                               -                      -
 Deferred tax liability                           (1,943)                (750)

 

 

 

Company

 

Deferred tax balances are analysed as follows:

 

 

 Deferred tax balances before offset              30 September 2025      30 September 2024
                                                  £000                   £000
 Deferred tax liability                           (556)                  (768)
 Deferred tax asset                               5                      4
 Total deferred tax liability                     (551)                  (764)

 Deferred tax balances after offset               30 September 2025      30 September 2024
                                                  £000                   £000
 Deferred tax asset                               -                      -
 Deferred tax liability                           (551)                  (764)

 

 

 

The amounts reflect the differences between the carrying and tax amounts of
the following balance sheet headings as at each year end.

 

Credits/(charges) during each year are as follows:

                                                             Short term   Fixed asset
                                                    Tax      temporary    temporary      Business
                                               losses        differences  differences    combinations   Total
                                               £000          £000         £000         £000             £000

 At 1 October 2023

 asset/(liability)                             3,602         73           (3,833)      -                (158)
 Discontinuing operations                      (3,163)       -            3,230        -                67

 Under provision charged

 to profit and loss                            (439)         (41)         271          -                (209)

 Tax credit/(charge)

 in respect of current year                    115           (28)         (437)        -                (350)

 Deferred tax on business

 combinations                                  -             -            -            (100)            (100)

 At 30 September 2024

 asset/(liability)                             115           4            (769)        (100)            (750)

 Under provision charge to profit and loss

                                               -             -            259          -                259

 Tax credit/charge in respect of current year

                                               (64)          1            (60)         18               (105)

 Deferred tax on business

 Combinations                                  -             -            -            (1,347)          (1,347)

 At 30 September 2025

 asset/(liability)                             51            5            (570)        (1,429)          (1,943)

 

 

 

 

 

 

Deferred tax

Company

 

All balances represent deferred tax liabilities. There are no deferred tax
assets.

 

 

The amounts reflect the differences between the carrying and tax amounts of
the following balance sheet headings as at each year end.

 

 

Credits/(charges) during each year are as follows:

 

 

 

15        Intangible assets

 

Group

 

                                     Brand value  Customer contracts  Goodwill  Total
                                     £000         £000                £000      £000

    Cost
 As at October 1 2023                -            -                   -         -
 Arising on business combinations    399          -                   1,956     2,355
 As at October 1 2024                399          -                   1,956     2,355
 Arising on business combinations    3,415        2,097               9,578     15,090
 At 30 September 2025                3,814        2,097               11,534    17,445

 Amortisation/Impairment
 As at October 1 2023                -            -                   -         -
 Charge                              33           -                   -         33
 As at October 1 2024                33           -                   -         33
 Charge                              154          140                 -         294
 Impairment                          -            -                   595       595
 At 30 September 2025                187          140                 595       922

 Net book value
 At 30 September 2024                366          -                   1,956     2,322
 At 30 September 2025                3,627        1,957               10,939    16,523

 

 

Goodwill arose on the acquisitions of Hercules (White Collar) Ltd and
Advantage NRG Ltd.

 

In relation to Advantage NRG Ltd the directors have utilised the provisions of
IFRS 3 in respect of determining fair values on business combinations
provisionally and will adjust goodwill accordingly in the year ended 30
September 2026 for any amounts arising from the finalisation of those fair
values within 12 months of the respective acquisitions.

 

Company

 

The Company purchased the assets only from QTT in June of 2025. The cost
(including an amount of deferred contingent consideration) was £175,000. This
has all been treated as purchased goodwill and will undergo annual impairment
reviews in the years ahead.

 

 

Impairment testing

 

The carrying value of goodwill related to the acquisition of Hercules (White
Collar) Limited was reduced from £1.96m to £1.36m following the application
of the impairment test as required under IAS 36, Impairment of Assets.
 
 

The goodwill was tested in a cash-generating unit (CGU) comprising the
acquired company only.  The recoverable amount of the CGU was measured by
reference to its value in use.  An initial 5-year explicit forecast was
prepared and growth after that was restricted to 4.5% and declined over the
remaining 10-year expected life.
 

The key assumptions driving the forecast were revenue growth and gross profit
margins.  There was a substantial change in the nature of the business
because of the increase in employers' National Insurance contributions in the
October 2024 UK Government Budget.

 

This resulted in actual and forecast recruitment of permanent staff reducing
significantly whilst actual and forecast recruitment in contract staff has
increased.  The financial impact has been an increase in forecast revenue
growth

to 10-20% (2024 5-10%) but a decrease in forecast gross profit margin to
31-35%.  Overall, actual and forecast EBITDA have reduced significantly from
those a year ago. The discount rate applied to the forecast cash flows was
19.1% (2024 18.9%).
 
 

 

 

16        Business combinations

 

In June 2025, the Company acquired 100% of the issued share capital of
Advantage NRG Ltd.

 

It also purchased the assets of QTT Ltd but this was immaterial (initial
consideration £100k) so not disclosed here.

 

Advantage NRG contributed £9.2m revenue and £1.9m profit after tax to the
group's profit on continuing operations for the period between the date of
acquisition and the balance sheet date.

 

The amounts recognised in respect of the identifiable assets acquired and
liabilities assumed are as set out in the table below:

 

 

 

                                                     Fair Value

                                                     £000
 Assets and liabilities acquired
 Tangible assets                                     255
 ROU Assets                                          114
 Financial Assets                                    5,684
 Financial liabilities                               (3,434)
 Lease liabilities                                   (122)

 Intangible assets - brand value                     5,512
 Deferred tax provision                              (1,347)

 Total identifiable assets                           6,662

 Goodwill                                            9,403

 Total consideration                                 16,065

 Satisfied by:
 Contingent consideration                                           3,346
 Cash consideration                                  12,719

                                                     16,065

 Cash flow analysis:
 Cash consideration                                  12,719
 Less:  cash and cash equivalent balances acquired   (933)

 Net cash outflow arising on acquisition             11,786

 

 

 

 

 

In October 2025 (post year-end) Hercules PLC purchased a 70% shareholding in
Lyons Power services Ltd. Hercules is keen to enter the electrical
commissioning market, which is where Lyons operates. The consideration was for
£351k in cash. Under IFRS 3 to the extent practicable financial disclosures
should be made, the exercise to assess the financial implications remains
ongoing.

 

 

17        Tangible assets

 

 Group                             Plant and machinery  Fixtures & office equipment      Right-of-use assets  Assets                 Motor vehicles  Total

                                                                                                               under construction
                                   £000                 £000                             £000                 £000                   £000            £000
 Cost
 At 1 October 2023                 378                  708                              23,246               78                     498             24,908
 Discontinued operations

                                   (144)                (26)                             (14,028)                                    (272)           (14,470)
 Arising on business combinations  -                    3                                -                    -                      -               3
 Additions                         11                   219                              1,982                180                    -               2,392
 Disposals                         -                    -                                (2,080)              (78)                   (173)           (2,331)
 At 30 September 2024              245                  904                              9,120                180                    53              10,502
 Arising on business combinations

                                   -                    230                              124                  -                      190             544
 Additions                         26                   200                              920                  -                      8               1,154
 Disposals                         (15)                 -                                (1,131)              (180)                  (88)            (1,414)
 At 30 September 2025              256                  1,334                            9,033                -                      163             10,786

 Depreciation
 At 1 October 2023                 90                   404                              3,464                -                      151             4,109
 Charge for the year               16                   83                               833                  -                      9               941
 Discontinued operations

                                   (12)                 (4)                              (1,541)              -                      (66)            (1,623)
 Disposals                         -                    -                                (279)                -                      (76)            (355)
 At 30 September 2024

                                   94                   483                              2477                 -                      18              3,072
 Arising on business combinations

                                   -                    33                               10                   -                      131             174
 Charge                            16                   38                               875                  -                      93              1,022
 Disposals                         (6)                                                   (946)                -                      (64)            (1,016)
 At 30 September 2025

                                   104                  554                              2,416                -                      178             3,252

 Net book value
 At 30 September 2025              152                  695                              6,617                -                      70              7,534
 At 30 September 2024              151                  421                              6,643                180                    35              7,430
 At 30 September 2023              288                  304                              19,782               78                     347             20,799

 

Certain right-of-use assets are pledged as security on the lease agreements to
which they relate.

 

Disposals during FY2025

 

 Cost                      1,414
 Capital WIP written off     (180)
                           1,234
 Depreciation               (1,016)
 Net Book Value              218
 Proceeds                   (177)
 Loss on disposal             (41)

 

 

 Company               Plant and machinery  Fixtures & office equipment      Rights of-use assets  Assets under construction  Motor vehicles  Total
                       £000                 £000                             £000                  £000                       £000            £000
 Cost
 At 1 October 2023     378                  708                              23,246                78                         498             24,908
 Additions             11                   201                              393                   180                        -               785
 Disposals             (144)                (34)                             (16,166)              (78)                       (444)           (16,866)
 At 30 September 2024  245                  875                              7,473                 180                        54              8,827
 Additions             25                   196                              854                   -                          8               1,083
 Disposals             (15)                 -                                (1,007)               (180)                      (18)            (1,220)
 At 30 September 2025  255                  1,071                            7,320                 -                          44              8,690

 Depreciation
 At 1 October 2023     90                   404                              3,464                 -                          151             4,109
 Charge for the year   16                   79                               663                   -                          9               767
 Disposals             (12)                 (4)                              (1,840)               -                          (144)           (2,000)
 At 30 September 2024  94                   479                              2,287                 -                          16              2,876
 Charge                16                   92                               701                   -                          4               813
 Disposals             (6)                  -                                (821)                 -                          (8)             (835)
 At 30 September 2025  104                  571                              2,167                 -                          12              2,854

 Net book value
 At 30 September 2025  151                  500                              5,153                 -                          32              5,836
 At 30 September 2024  151                  396                              5,186                 180                        38              5,951
 At 30 September 2023  288                  304                              19,782                78                         347             20,799

 

Disposals during FY2025

 

 Cost                     1,220
 Capital WIP written off    (180)
                          1,050
 Depreciation               (835)
 Net Book Value              216
 Proceeds                   (177)
 Loss on disposal             (39)

 

18        Investments

 

Company

                                                          As at                         As at

                                                          30 September 2025             30 September 2024
                                                          £000                          £000

 At 1 October 2024                                        2,570                         -

 Hive down from Company                                   -                             2,088
 New investments in the year                                    15,541                  2,570

 Capital contribution                                          -                        2,504
 Impairment charge                                         (668)                        (2,000)
 Disposal group assets held-for-sale                      -                             (2,592)

 At 30 September 2025                                     16,443                        2,570

 

Details of undertakings

 

Details of the investments in which the Group holds 20% or more of the nominal
value of any class of share capital are given below.  All subsidiaries are
100% owned in both current and prior year unless otherwise stated. See
disclosure below table for registered addresses of UK entities.

 

 

 Undertaking                       Country            Holding   Company number
 Subsidiary undertakings
 Hercules (White Collar) Limited*  England and Wales  Ordinary  07235347
 Hercules (Training) Limited       England and Wales  Ordinary  14975482
 Advantage NRG Ltd                 England and Wales  Ordinary  07529509

 

The registered address for all subsidiaries registered in England and Wales
is, Hercules Court, Broadway Lane, South Cerney, Cirencester, GL7 5XZ.

 

*Hercules PLC owns 60% of the share capital in Hercules (White Collar) Limited
at 30 September 2025. However, in the accounts they are treated as 100%, due
to the partnership agreement having put and call share options for the
minority shareholding, and this is treated as deferred contingent
consideration.

 

 

19        Trade and other receivables

 

 Group

                                                   As at                   As at

                                                   30 September 2025       30 September 2024
 Amounts falling due within one year:              £000                    £000

 Trade receivables                                 13,506                  11,080
 Other receivables                                 128                     -
 Contract assets                                   2,544                   2,957
 Prepayments and accrued income                    6,614                   5,445
                                                   22,792                  19,482

 

 Company

                                                   As at                   As at

                                                   30 September 2025       30 September 2024
 Amounts falling due within one year:              £000                    £000

 Trade receivables                                 9,689                   10,842
 Other receivables                                 4                       14
 Contract assets                                   2,537                   2,957
 Prepayments and accrued income                    4,551                   5,324
                                                   16,781                  19,137

 

 

Expected Credit Loss Provision

Trade and other receivables and contract assets above are stated net of
expected credit loss ('ECL') provisions where necessary, which are calculated
using the simplified approach grouping trade receivables and contract assets
on the basis of their shared credit risk characteristics.

 

Trade receivables are regularly reviewed for bad and doubtful debts. The
Group's policy is to include a provision for impairment based on estimated
credit losses. This includes an assessment where relevant of forward-looking
information on macroeconomic factors that may affect the ability of customers
to settle receivables. Trade receivables are written off where there is no
reasonable expectation of recovery, for example where the customer has entered
insolvency proceedings or where a customer has failed to make contractual
payments for an extended

period. As part of this assessment, the Group also considers the likelihood of
any credit losses occurring in future based on previous experience and
knowledge of the respective customers.

 

Trade and other receivables are all current and any fair value difference is
not material. Trade and other receivables are assessed for impairment based
upon the expected credit losses model. In order to manage credit risk, the
Directors set limits for customers based on a combination of payment history
and third-party credit references. Credit limits are reviewed on a regular
basis in conjunction with debt ageing and collection history.

 

The Group believe the credit risk attached to its customer base is minimal,
however at 30 September 2025 an amount of £52k was included as an ECL
provision (FY 2024 £17k). This was based on an analysis of customers and debt
ageing.

 

In addition to any provisions required for ECL, the Group also includes a
provision against trade receivables and

contract assets for disputed items. During the year ended 30 September 2025
the Group recorded a debit to the income statement of £129k in respect of
changes in the dispute provision (2024: credit of £72k).

 

As at 30 September 2025 the balance of the dispute provision was £227k (2024:
£98k).

 

In addition to this, a further £205k was provided for in relation to possible
future commercial contract repayments.

 

The maturity analysis of trade receivables (stated gross of provisions) is
shown below:

 

                        < 1 month         1-2 months      2-3 months      > 3 months         Total
                        £                 £               £               £                  £

 30 September 2025      11,139            3,376           674             (1,683)            13,506

 30 September 2024      5,162             4,939           1,546           (567)              11,080

 

 

The expected credit loss rate on all ageing columns above has been assessed as
being immaterial.

 

20        Trade and other payables

 

 Group

                                                             As at                        As at

                                                             30 September 2025            30 September 2024
 Amounts falling due within one year:                        £000                         £000

 Trade payables                                              950                          969
 Social security and other taxes                             5,643                        5,301
 Other payables                                              7,074                        4,554
 Accrued expenses                                            3,704                        931
                                                             17,371                       11,755

 

 

 Company

                                                   As at                   As at

                                                   30 September 2025       30 September 2024
 Amounts falling due within one year:              £000                    £000

 Trade payables                                    873                     888
 Social security and other taxes                   4,731                   5,217
 Other payables                                    6,003                   4,534
 Accrued expenses                                  1,546                   887
                                                   13,153                  11,526

 

Trade payables are all current and any fair value difference is not material.

 

 

21        Loans and borrowings

 

 Group
                                                      As at                   As at

                                                      30 September 2025       30 September 2024
                                                      £000                    £000
 Included within current liabilities
 IGF Invoice Discounting Facility                     6,121                   7,295

 Included within non-current liabilities
 Wasdell Holdings Ltd Loan                            6,000                   -

 

 

 Company
                                                      As at                   As at

                                                      30 September 2025       30 September 2024
                                                      £000                    £000
 Included within current liabilities
 IGF Invoice Discounting Facility                     6,121                   7,295

 Included within non-current liabilities
 Wasdell Holdings Ltd Loan                            6,000                   -

 

 

The Group and Company

 

The IGF Facility is a revolving facility with a 3-year term, is secured on
trade receivables and attracts interest at a rate of 2.75% over base rate. The
facility is currently capped at £16m but can be increased as the business
grows.

 

The Loan from Wasdell Holdings Ltd commenced June 2025 and runs until June
2028. It is an interest only loan (8%) but can be repaid at any time with any
number of payments. This was provided (at "arm's length") by Wasdell Holdings
Ltd ("Wasdell"), a related party (the Company's Non-executive Director Martin
Tedham is the owner of Wasdell).

 

 

 

22        Leases

 

The Group leases certain vehicles, properties and items of plant and
machinery. With the exception of short-term leases and leases of low value
underlying assets, each lease is reflected on the balance sheet as a
right-of-use asset (Note 17) and a lease liability.

 

The Group had recognised 66 vehicle leases in 2024 (2024 - 43), 10 plant and
machinery leases (2024 - 57) and 5 property leases (2024 - 6)

 

All future cashflows are included. The property leases are subject to rent
reviews every five years. The nature of the rent reviews is such that annual
rentals are adjusted to prevailing market rates unless that would lead to a
reduction. In accordance with IFRS 16, any future increases in annual rentals
arising from rent reviews are not included in the calculation of the lease
liabilities. Any future increases in annual rentals will result in prospective
adjustments to the lease liabilities at the point of the rent review.

 

Amounts recognised in the Statement of Financial Position relating to leases,
categorised by underlying type of asset, are:

 

Group

                                          Leasehold property      Plant and machinery    Motor vehicles    Total

                                          £000                    £000                   £000

                                                                                                           £000
 Net book value
 At 1 October 2023                        4,986                   12,723                 2,073             19,782
 New leases recognised in the year        1,575                   -                      407               1,982
 Discontinued operations                  (1,320)                 (11,004)               (164)             (12,488)
 Leases terminated in the year            (1,130)                 (587)                  (84)              (1,801)
 Depreciation charge for the year         (329)                   (94)                   (410)             (833)
 At 30 September 2024                     3,782                   1,038                  1,822             6.642
 New leases recognised in the year        139                     494                    411               1044
 Leases terminated in the year            (11)                    (182)                  (1)               (194)
 Depreciation charge for the year         (331)                   (106)                  (438)             (875)
 At 30 September 2025                     3,579                   1,244                  1,794             6,617

 

 

 

Maturity analysis

                                           As at                   As at

                                           30 September 2025       30 September 2024
                                           £000                    £000

 Due within one year                       1,221                   1,455
 Due within two to five years              1,959                   1,998
 Due after five years                      3,083                   3,099
 Future finance charges                    (1,255)                    (1,179)
                                           5,008                   5,373

 

 

The face of the balance sheet of the group has been restated as the current
and non-current balances had been transposed within the FY24 accounts. The
notes to the financial statements have not been amended as they were presented
correctly in FY2024.

 

 

 

Amounts recognised in the Statement of Comprehensive Income

 

The statement of comprehensive income shows the following amounts relating to
leases:

                                                                 2025        2024
                                                                £000        £000

 Depreciation charge of right of use asset                      1,639       833
 Interest expenses (within finance costs)                       236         250
                                                                1,875       1,083

Amounts recognised in the Statement of Cash Flows

 

The statement of cash flows shows the following amounts relating to leases:

                                        2025       2024
                                        £000       £000

 Net cash outflows                      1,430      1,522

 

Low value leases and short-term leases

The Group has no leases for which the low value or short-term exemptions of
IFRS 16 has been applied.

 

 

Company

 

                                          Leasehold property      Plant and machinery    Motor vehicles    Total

                                          £000                    £000                   £000

                                                                                                           £000
 Net book value
 At 1 October 2023                        4,986                   12,723                 2,073             19,782
 New leases recognised in the year        10                      -                      382               392
 Discontinued operations                  (1,320)                 (11,004)               (164)             (12,488)
 Leases terminated in the year            (1,136)                 (587)                  (114)             (1,837)
 Depreciation charge for the year         (178)                   (94)                   (391)             (663)
 At 30 September 2024                     2,362                   1,038                  1,786             5,186
 New leases recognised in the year        25                      494                    343               862
 Leases terminated in the year            (11)                    (182)                  (1)               (194)
 Depreciation charge for the year         (182)                   (106)                  (413)             (701)
 At 30 September 2025                     2,194                   1,244                  1,715             5,153

 

 

Maturity analysis

                                           As at                   As at

                                           30 September 2025       30 September 2024
                                           £000                    £000

 Due within one year                       886                     1,055
 Due within two to five years              1,330                   1,422
 Due after five years                      1,810                   2,004
 Future finance charges                    (542)                   (601)
                                           3,484                   3,880

 

 

The face of the balance sheet of the group has been restated as the current
and non-current balances had been transposed within the FY24 accounts. The
notes to the financial statements have not been amended as they were presented
correctly in FY2024.

 

Amounts recognised in the Statement of Comprehensive Income

 

The statement of comprehensive income shows the following amounts relating to
leases:

                                                                 2025        2024
                                                                £000        £000

 Depreciation charge of right of use asset                      701         663
 Interest expenses (within finance costs)                       134         147
                                                                835         810

Amounts recognised in the Statement of Cash Flows

 

The statement of cash flows shows the following amounts relating to leases:

                                        2025          2024
                                        £000          £000

 Net cash outflows                      1,215         1,259

 

 

Low value leases and short-term leases

 

The Company has no leases for which the low value or short-term exemptions of
IFRS 16 has been applied.

 

 

 

23        Financial instruments

 Group

                                                       As at                   As at

                                                       30 September 2025       30 September 2024
 Financial assets held at amortised cost:              £000                    £000

 Trade receivables                                     13,506                  11,080
 Other receivables                                     128                     -
 Cash and cash equivalents                             7,247                   6,393

                                                       20,881                  17,473

 

 Group

                                                            As at                   As at

                                                            30 September 2025       30 September 2024
 Financial liabilities held at amortised cost:              £000                    £000

 Bank borrowings                                            12,121                  7,295
 Trade payables                                             950                     969
 Other payables                                             7,074                   4,554
 Accrued expenses                                           3,704                   931
 Lease liabilities                                          5,008                   5,373

                                                            28,857                  19,122

 

 

Financial instruments continued

 

 

 Company
                                                       As at                   As at

                                                       30 September 2025       30 September 2024
 Financial assets held at amortised cost:              £000                    £000

 Trade receivables                                     9,689                   10,842
 Other receivables                                     4                       14
 Cash and cash equivalents                             4,760                   6,163

                                                       14,453                  17,019

 

 

 

 Company
                                                            As at                   As at

                                                            30 September 2025       30 September 2024
 Financial liabilities held at amortised cost:              £000                    £000

 Bank borrowings                                            12,121                  7,295
 Trade payables                                             873                     888
 Other payables                                             6,003                   4,534
 Accrued expenses                                           1,546                   887
 Lease liabilities                                          3,484                   3,880

                                                            24,027                  17,484

 

 

 

 

24        Financial Risk management

 

The Group uses various financial instruments. These primarily include bank
borrowings, cash and various items, such as trade receivables and trade
payables that arise directly from its operations. The main purpose of these
financial instruments is to finance the Group's operations.

 

The existence of these financial instruments exposes the Group to a number of
financial risks, which are described in more detail below.

 

a)    Market risk

 

Market risk encompasses three types of risk, being currency risk, interest
rate risk and price risk.

 

Exposure to interest rate risk is considered further below. There is no
exposure to currency risk as the Group operates entirely with the United
Kingdom and all transactions are denominated in Pounds Sterling.

 

Interest rate risk is limited to interest paid on the Group's variable rate
bank borrowings and interest received on cash deposits. Due to the relatively
low level of borrowings and the low rates of interest on cash deposits, the
impact of any changes in interest rate is not considered significant.

 

A change in interest rates of 1% would add additional cost of between £65,000
and £100,000 per year depending on the likely average level of the use of the
invoice discounting facility.

 

b)    Liquidity risk

 

The Group seeks to manage financial risk by ensuring sufficient liquidity is
available to meet foreseeable needs by closely managing its cash balance. The
Group has significant levels of cash reserves available and continues to
generate profit before taxation. In this context, liquidity risk is therefore
considered to be low.

 

The Group's borrowing facilities are continually monitored against forecast
requirements and timely action is taken to put in place, renew or replace
credit lines.

 

A new invoice discounting facility was implemented in November 2023, with an
initial cap of £15m (now increased to £16m). The only relevant covenant is
the Group needs to keep a minimum headroom of £0.5m.

 

The Group acquires items of property, plant, and equipment on lease agreements
where appropriate to assist in managing liquidity risk by avoiding the
depletion of cash on large capital purchases. The Group also manages its
liquidity needs by carefully monitoring cash outflows due on a day-to-day
basis.

 

The Group's financial liabilities comprise bank borrowings, trade payables,
other payables, accruals, amounts due to related parties and lease
liabilities. The maturity of lease liabilities is disclosed in note 22 above.
All other financial liabilities are expected to be settled within 12 months of
the balance sheet date.

 

Where the balances are due within 12 months the contractual undiscounted cash
flow is considered to be their carrying value as the impact of discounting is
not significant.

 

c)   Interest rate risk

 

Interest rate risk is limited to interest paid on the Group's variable rate
bank borrowings and interest received on cash deposits. Due to the relatively
low level of borrowings and the low rates of interest on cash deposits, the
impact of any changes in interest rate is not considered significant.

 

d)   Credit risk

 

The Group's principal financial assets are cash and trade receivables. Credit
risk is also attached to contract assets that represent accrued income. The
credit risk associated with cash is limited, as the counterparties have high
credit ratings assigned by international credit-rating agencies. The credit
risk associated with trade receivables is minimal as invoices are based on
contractual agreements with long-standing customers. Debt levels with all
customers are closely monitored, and a process involving informal and then
formal communications is used where payments are delayed. New customers are
carefully assessed using the usual credit risk agencies.

 

Credit losses in the last two years incurred by the Group have consequently
been immaterial.

 

 

Notwithstanding the lack of historical credit losses, the Group maintains a
provision against receivables. However, this is not necessarily linked to
credit risk, and the ageing of receivables is not the most relevant indicator
to determine the potential impairment of a receivable. The nature of the
Group's operations is such that misunderstandings or minor disagreements may
arise during contracts, which may sometimes require an adjustment to be made
to achieve settlement.

 

Further details regarding expected credit losses can be found in note 19.

 

Capital management

 

The Group's capital comprises total equity and net debt. The Group's capital
management objectives are:

 

-       To ensure its ability to trade as a going concern; and

-       To provide an adequate return to shareholders.

 

The Group monitors capital based on the carrying amount of equity and net
debt. Adjustments are made as necessary based on the Directors' assessment of
the needs of the business and external factors such as the Group's industry
and the wider economy. The Group has traded profitably and therefore generally
levels of debt have been low. More recently a revolving credit facility has
been increased to assist with working capital.

 

The Group's gearing has therefore reduced considerably. The group raised
further equity in September/October of 2024 from several key new strategic
investors.

 

The Directors are able to maintain and adjust the capital structure by
adjusting dividends, issuing new shares or selling assets to reduce debt.

 

A summary of the Group's gearing is shown below.

 

                                                 30 September 2025      30 September 2024
                                                 £000                   £000

 Total equity                                    12,194                 11,708
 Net debt                                        9,882                  6,275
 Total capital                                   22,876                 17,983
 Gearing ratio (net debt / capital)              45%                    35%

 

 

25        Share capital

 

 

 Issued capital

                                                As at                  As at

                                                30 September 2025      30 September 2024
 Allotted, called up and fully paid             £000                   £000
 Ordinary shares of 0.01p each                  79                     75

 

 Basic and diluted weighted average number of shares in issue      79,619,628      64,062,371

 

 

Share rights

The ordinary shares have attached to them full voting, dividend and capital
distribution rights (including on winding up). They do not confer any right of
redemption.

 

In October 2024, another tranche of 4,467,215 new ordinary shares of 0.1p each
were issued by the Group:

 

Gross consideration of £2,211k, which amounted to £2,037k after issue costs.

 

 

Share premium represents the amount raised on the proceeds of share issues in
excess of the par value of those shares, net of issue costs.

 

The share-based payment reserve represents the accumulated entries to equity
arising from the recognition of share-based payments in accordance with IFRS
2.

 

Retained earnings represent the accumulated profits and losses of the Group,
less distributions, and similar items, since its incorporation.

 

26        Share based payments

 

Since the Company's flotation on the AIM Market of the London Stock Exchange
on 4 February 2022, a number of share options and warrants have been granted
to employees and others. During the year a further 300,000 options were issued
as set out further below.

 

The number of options and warrants granted is shown in the table below.

 

                           Options                                     Warrants
                           Number     Weighted average exercise price  Number   Weighted average exercise price

 At 1 October 2024         3,425,754  48.8p                            716,379  50.5p
 Issued on 7 March 2025    300,000    45.0p                            -        -
                           3,725,754  48.5                             716,379  50.5p

 At 30 September 2025

 

Options

 

The weighted average remaining contractual life of the share options
outstanding at 30 September 2025 was 1 year and 10 months. The options have a
fixed exercise price based on the market price at the time of grant.

 

The options may be exercised between 4 February 2027 and 7 March 2030. No
specific criteria is involved other than to be on the payroll for the period
up to the start of the expected life of the options (see below). Any option
holder leaving the employment of the Group before then forfeits the options.
The issue of these options is not part of the remuneration package for the
individuals concerned.

 

The fair value of the options is estimated at the grant date using a
Black-Scholes option-pricing model that uses assumptions noted in the table
below. All options were valued using the following assumptions:

 

 Date of grant of option                 7 March 2025  14 Feb 2024  4 Feb 2023  4 Feb 2022
 Expected life of options (years)        5 years       5 years      5 years     5 years
 Exercise price                          45.0p         35.4p        56.5p       50.5p
 Market value of share at date of grant  47.5p         35.4p        56.5p       50.5p
 Risk free rate                          4.14%         3.97%        3.15%       1.43%
 Expected share price volatility         37%           57%          42%         20%
 Expected dividend yield                 2.2%          2.5%         6.31%       3.36%
 Fair value per option                   14.40p        14.31p       9.20p       5.18p
 Total fair value of options             £35,000       £56,000      £27,000     £121,000
 Charged to profit and loss in year      £23,508       £7,760       £6,747      £24,298

 

 

Expected life of options

 

The expected life of the options was estimated based on the average of the
minimum and maximum life under the option agreements respective.

 

Risk free rate

A risk-free rate of 4.14% (2024 options: 3.97%) was assumed in the option
pricing model, based on the yield from dividend strip government bonds with a
similar life to the options issued as close as possible to date of grant.

 

Dividend yield

This is based on the level of dividends paid by Hercules PLC since testing.

 

Exercise price

The exercise price was fixed at the market price at the date of grant.

 

Volatility

Volatility was based on the share price of Hercules PLC. The Directors
consider this the most appropriate method of assessing expected volatility as
there is no comparable listed Group from which to draw data. Taking into
account factors such as liquidity and performance, this is expected to be a
reasonable reflection of the expected volatility throughout the expected life
of the options.

 

The cost relating to each tranche that has been charged to profit and loss and
was included in staff costs. The total fair value of the options as shown
above is being spread over the vesting period of 5 years in each case.

 

Warrants

 

The weighted average remaining contractual life of the warrants outstanding at
30 September 2025 was 9 months. The warrants have a fixed exercise price based
on the market price at the date of the Company's flotation on the Alternative
Investment Market.

 

The warrants may be exercised at either 4 February 2026 or 11 February 2027.

 

The fair value of the warrants is estimated at the grant date using a
Black-Scholes option-pricing model that uses assumptions noted in the table
below.

 

 Date of grant of warrant                4 Feb 2022  11 Feb 2025

 Expected life of options (years)        5 years     2 years
 Exercise price                          50.5p       50.5p
 Market value of share at date of grant  50.5p       53.0p
 Risk free rate                          1.43%       4.14%
 Expected share price volatility         20.0%       37%
 Expected dividend yield                 3.36%       2.20%
 Fair value per option                   3.29p       8.54p
 Total fair value of options             £24,000     £25,000
 Charged to profit and loss in year      £4,902      £7,760

 

Expected life of warrants

The estimate for the expected life of the warrants is based on the warrant's
contractual life.

 

Risk free rate

Risk free rates assumed in the option pricing mode are based on the yield from
dividend strip government bonds with a similar life to the options issued as
close as possible to date of grant.

 

Dividend yield

This is based on the level of dividends paid by Hercules PLC in the year.

 

Exercise price

The exercise price was fixed at the market price at the date of grant, being
50.5p.

 

 

Volatility

Volatility was assumed to be 20% on average for the first tranche of warrants
issued. The directors based this assumption on the share price of Hercules PLC
throughout the year. Taking into account factors such as liquidity and
performance, this was expected to be a reasonable reflection of the expected
volatility throughout the expected life of the options. The volatility for the
second tranche of warrants issued (Feb 2025) is based on the Company's share
price history since flotation in February 2022.

 

The cost that has been charged to profit and loss in respect of share options
was £23,508, and £7,760 in respect of share warrants. The charges were
included within administrative expenses.

 

27        Defined contribution pension scheme

 

The Group operates a defined contribution pension scheme. The pension cost
charge for the year represented contributions payable by the Group to the
scheme and amounted to £906k (2024: £553k). Contributions totalling £36k
(2024: £55k) were payable to the scheme at the end of the year and are
included in other payables.

 

 

28        Related party transactions

 

Ultimate controlling party

The ultimate Parent Company is Hercules PLC.

 

At 30 September 2024 Hercules Real Estate Ltd held 47.7% of the shares, as
such there was no overall controlling party. At 30 September 2025 Hercules
Real Estate Ltd held 44.5% of the shares.

 

Key management personnel compensation

Key management personnel remuneration has been set out in note 11 to the
financial statements.

 

 

Transactions between key shareholder and subsidiary

The following transactions occurred between Hercules Real Estate Limited
('HRE') and Hercules PLC, and Wasdell Holdings and Hercules PLC.

                                                                                                                                                                             2025        2024
                                                                                                                                                                             £000        £000
 Lease payments (PLC to HRE)                                                                                                                                                 194         565
 Lease liability between PLC and HRE as at 30 September

                                                                                                                                                                             2,307       5,152

 Loan Interest payments paid to Wasdell by                                                                                                                                   145         -
 PLC

Outstanding balances arising from sales/purchases of goods and services

The £6m loan made by Hercules PLC's non-executive Director, Martin Tedham,
who is a related party owning more than 10% in the Company's shares is still
outstanding transactions at 30 September 2025.

 

 

29        Capital commitments

 

At 30 September 2025, the Group had orders committed to a value of £125k
(2024: £159k).

 

 

30        Post Balance Sheet Events

 

Due to our continuing acquisition activity and investments into our systems to
support the continued growth of the business, no final dividend will be paid
in respect of FY 2025 (1.12p FY2024). The Board will keep the Company's
dividend policy under review.

 

The Board of Advantage NRG agreed to pay a Dividend of £2.5m to the Company
26 January 2026.

 

The Company acquired 70% of Lyons Power Services Ltd in October 2025, in a
partnership arrangement similar to that which the Group has with Future Build
Recruitment Ltd.

 

 

31        Discontinued Operations and Assets Held for Sale

 

The Company sold its suction excavator services business in February 2025.
This disposal meets the definition of a discontinued operation as stipulated
by IFRS 5.

 

The results of the Suction excavator services discontinued operation are
presented below:

 

 

 

 

                                                                                At Disposal  2024
                                                                                £000         £000
 Assets
 Tangible assets                                                                9,276        10,016
 Inventories                                                                    74           71
 Trade & Other receivables                                                      1,348        1,445
 Cash & cash equivalents                                                        328          301
 Assets held for sale                                                           11,026       11,833

 Liabilities
 Deferred tax                                                                   94           (67)
 Trade & other payables                                                         (268)        (293)
 Borrowings                                                                     -            125
 Lease liabilities                                                              (8,842)      (9,365)

 Liabilities held for sale                                                      (9,016)      (9,600)

 Net assets held for sale                                                       2,010        2,233

 Disposed of                                                                    (2,010)      -

 Book Value                                                                     -            2,233

 The post-tax loss on disposal of the discontinued operation was determined as
 follows:

 Book value on sale                                                             2,010
 Inter-group profit elimination                                                 (147)
 Proceeds of sale                                                               (1,789)
 Net loss on sale                                                               (74)

 Trading Loss during the period October 2024 to January 2025

                                                                                (588)

 Loss for the year from selling discontinued operations after tax

                                                                                (662)        (3,307)

 

32        Ultimate parent and controlling party

 

There is deemed to be no controlling party of Hercules PLC.

 

At 30 September 2024 Hercules Real Estate Ltd held 47.7% of the shares, as
such there was no overall controlling party. At 30 September 2025 Hercules
Real Estate Ltd held 44.5% of the shares.

 

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.   END  FR KZGZKGMRGVZZ



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