Governance
Strategic report
Financial statements
102 OCU Group Annual report and financial statements 2026
Directors’ report
The Directors present their annual report and financial statements of the Company and the Group for the period ended 30 April 2026. Principal activity The principal activity of the Company is that of a holding company. The Group provides infrastructure services across Power Transmission & Distribution, Energy Transformation, Digital Infrastructure and Water & Environmental markets in the UK, Australia and New Zealand. Results and dividends The results for the period are set out on pages 109 to 112. No ordinary dividends were paid. The Directors are not recommending payment of a final dividend (FY26: 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 is included within the strategic report. Further information on financial risks is provided on pages 91 to 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:
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 reports in accordance with the Streamlined Energy and Carbon Reporting requirements under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Its reporting also addresses applicable climate‑related financial disclosure requirements. For SECR purposes, the Group is an unquoted organisation. Emissions data is calculated using the applicable UK Government Greenhouse Gas Conversion Factors and the methodology described in the sustainability section. Please see page 74 for further information regarding the Group’s energy use and carbon emissions.
Walker Guidelines The Directors confirm that this annual report and audited financial statements have been prepared in compliance with the Walker Guidelines for Disclosure and Transparency in Private Equity and include the applicable enhanced disclosures. Political contributions Neither the Company nor any member of the Group made any political donations or incurred any political expenditure during the year (FY26: £nil). Auditor RSM UK Audit LLP continued as auditor to the Group and has indicated its 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 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. This 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, for certain expenses incurred in performing their duties. The Company also maintains Directors’ and officers’ liability insurance in respect of certain losses or liabilities arising in the discharge of those duties. Strategic report In accordance with section 414C(11) of the Companies Act 2006, the Group has set out in its strategic report the information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. This is provided on pages 1 to 93. Research and development OCU Group’s research and development activity focuses on digital platforms, data-led delivery, safety and specialist engineering methods. Continued development of integrated workforce, enterprise and data platforms strengthened visibility and control across the Group’s UK and international operations. Employee engagement We are committed to investing in our employees at all levels. How we engage with employees, consider their interests and support their development is detailed on page 84.
By order of the Board
Michael Cornwell General Counsel and Company Secretary
28 August 2026
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