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