OCU Group - Annual Report 2025

102

Governance

OCU Group | Annual report and financial statements 2025

Strategic report

Financial statements

Directors’ report

The Directors present their annual report and financial statements of the Company and the Group for the period ended 30 April 2025. Principal activity The principal activity of the Company is that of a holding company. The principal activity of the Group is as a utilities and energy transition services provider operating within the regulated and non-regulated infrastructure sector. Results and dividends The results for the period are set out on pages 108 to 111. No ordinary dividends were paid. The Directors are not recommending payment of a final dividend (FY25: nil). Business review, post balance sheet events and future developments A review of the financial performance of the Group during the year is included in the strategic report. Details of significant events since the end of the period are contained in note 28, Post balance sheet events. An indication of likely future developments in the business of the Group is included in the strategic report. Financial risk management Information relating to the principal risks of the Group has been included within the strategic report. Specifically, further information as to the financial risks of the Group has been provided on page 93.

Directors The Directors who held office of Oat Topco Limited during the period and up to the date of signature of the financial statements were as follows:

Employee engagement We are committed to the investment of our employees at all levels. How we engage with our employees is detailed on page 84. Disability discrimination Under the Equality Act a disabled person is anyone with “a physical or mental impairment that has a substantial and long-term adverse effect upon his/her ability to carry out day-to-day activities”. We have a duty to make reasonable adjustments where possible to prevent a disabled person from experiencing a substantial disadvantage in comparison with persons who are not disabled. Applications for employment by disabled persons are always welcome and fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues. As far as possible, we ensure that the training, career development and promotion of disabled persons is the same as that of other colleagues. Streamlined Energy and Carbon Reporting The Group is committed to reporting in accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements as per the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. In line with the Task Force on Climate-related Financial Disclosures (TCFD), we aim to provide a comprehensive view of our climate-related risks and opportunities. For the purposes of SECR, the Group is deemed to be an unquoted organisation. CO 2 figures are derived from UK Government Greenhouse Gas Conversion Factors 2022.

Please see page 75 for further information regarding our carbon emissions.

Political contributions Neither the Company nor any member of the Group made any political donations or incurred any political expenditure during the year (FY25: £0). Auditor RSM UK Audit LLP continued as auditor to the Group and have indicated their willingness to be re-appointed for another term. A proposal to re-appoint RSM UK Audit LLP has been made to the Board. Statement of disclosure to auditor So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, each Director has taken all the necessary steps that they ought to have taken as a Director in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information. The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

• Thomas Cheung • Matthew Turner • David Taylor-Smith • Tania Songini

The Company’s Articles of Association provide for the indemnification of its Directors to the extent permitted by the Companies Act 2006 and other applicable legislation, out of the assets of the Company, in the event that they incur certain expenses in the performance of their duties. In addition, the Company has Directors’ and officers’ liability insurance, in respect of certain losses or liabilities to which officers of the Company may be exposed in the discharge of their duties. Strategic report The Group has chosen in accordance with the Companies Act 2006, s.414C(11) to set out in the Group’s strategic report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors’ report. It has done so on pages 1 to 93.

By order of the Board

Research and development OCU Group focuses its research and

development on advancing sector-specific technologies, including trenchless methods, digital platforms, and energy storage solutions. These efforts directly support innovation in safety, delivery, and sustainability, ensuring we meet the evolving demands of the markets we serve and continue to deliver high-performance outcomes aligned to our strategic priorities.

Michael Cornwell General Counsel and Company Secretary

29 August 2025

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