REGISTERED NUMBER: 10096592 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Exa Group Uk Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mrs S E Lawrence

MR Y Talebi

REGISTERED OFFICE:

Fifth Floor

Gate House

1 ST John's Square

London

EC1M 4PN

REGISTERED NUMBER:

10096592 (England and Wales)

AUDITORS:

Nordens Audit Limited

The Retreat

406 Roding Lane South

Woodford Green

Essex

IG8 8EY

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Fair Review of the business

The loss is primarily due to the effect of lower margin's compared to YE 2023. In applying the cost-to-cost accounting method, the company had to restate the margin at the current rate and the negative difference between 2023 and 2024 performance has impacted 2024 profit.

The average number of employees is 9 which is increased of 3 compared to prior year and the overall staff engagement has been measured using a range of indicators including staff turnover, which is lower compared to past years, both giving indication of an increased level of activity and commitment towards the company.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive pressure in the company’s core markets is a constant risk that could result in the company losing sales to key competitors and margins being eroded. This risk is managed by working closely with customers to provide high quality projects, timely delivery and advanced solutions.

OPERATING RISKS

The main operational risks to which the company is exposed are grouped as:

- Risk associated with procurement. Unsuccessful or late deliveries from suppliers will end-up having a significant effect on the productivity. The company minimizes this risk via carefully selecting its suppliers, with a keen eye on quality product and reliability and with the aim of building solid relationships. In addition, detailed planning and set objectives are proving to be a successful guide through this.

- People risk: Brexit, has increased the risk of high staff turnover and the corresponding loss of key people. Implementing more advanced operational schemes has helped the company face this risk keeping it to low levels despite the external events affecting the demand worldwide.

ON BEHALF OF THE BOARD:

Mrs S E Lawrence - Director

30 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

Mrs S E Lawrence has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr P Pratesi - resigned 5 December 2024

MR Y Talebi - appointed 5 December 2024

DONATIONS AND EXPENDITURE

During the year, the company made donations of £2,000 to 30GS Charity Golf Day and £1,000 to Lighthouse Club

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Nordens Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs S E Lawrence - Director

30 September 2025

Opinion

We have audited the financial statements of Exa Group Uk Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Discussions were held with the directors with a view to identifying those laws and regulations that could be expected

to have a material impact on the financial statements, During the engagement team briefing, the outcomes of these

discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur

in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial

reporting standards, Company Law, Tax and Pensions legislation,distributable profits legislation, building and health

and safety laws.

- It is considered that non-compliance with building regulations and health and safety laws could be fundamental to

operating aspects ofthe business.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and

non-compliance with laws and regulations) comprised of: inquiries of management and those charged with

governance as to whether the entity complies with such laws and regulations: enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes: testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including

fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the

nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently

more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that

material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Lorraine Curtis (Senior Statutory Auditor)

for and on behalf of Nordens Audit Limited

The Retreat

406 Roding Lane South

Woodford Green

Essex

IG8 8EY

30 September 2025

TURNOVER

22,462,709

14,182,567

Cost of sales

19,117,158

9,831,542

GROSS PROFIT

3,345,551

4,351,025

Distribution costs

10,670

-

Administrative expenses

4,068,613

2,744,636

4,079,283

2,744,636

OPERATING (LOSS)/PROFIT and

(LOSS)/PROFIT BEFORE TAXATION

(733,732

)

1,606,389

Tax on (loss)/profit

5

3,181

394,518

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(736,913

)

1,211,871

(LOSS)/PROFIT FOR THE YEAR

(736,913

)

1,211,871

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(736,913

)

1,211,871

FIXED ASSETS

Tangible assets

6

14,193

14,207

CURRENT ASSETS

Debtors

7

9,090,963

8,199,416

Cash at bank

3,134,821

5,767,493

12,225,784

13,966,909

CREDITORS

Amounts falling due within one year

8

10,859,371

11,863,597

NET CURRENT ASSETS

1,366,413

2,103,312

TOTAL ASSETS LESS CURRENT LIABILITIES

1,380,606

2,117,519

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

1,380,506

2,117,419

SHAREHOLDERS' FUNDS

1,380,606

2,117,519

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mrs S E Lawrence - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

905,548

905,648

Changes in equity

Total comprehensive income

-

1,211,871

1,211,871

Balance at 31 December 2023

100

2,117,419

2,117,519

Changes in equity

Total comprehensive income

-

(736,913

)

(736,913

)

Balance at 31 December 2024

100

1,380,506

1,380,606

Cash flows from operating activities

Cash generated from operations

1

(2,234,942

)

1,695,479

Tax paid

(394,519

)

(54,760

)

Net cash from operating activities

(2,629,461

)

1,640,719

Cash flows from investing activities

Purchase of tangible fixed assets

(3,211

)

(16,133

)

Net cash from investing activities

(3,211

)

(16,133

)

(Decrease)/increase in cash and cash equivalents

(2,632,672

)

1,624,586

Cash and cash equivalents at beginning of year

2

5,767,493

4,142,907

Cash and cash equivalents at end of year

2

3,134,821

5,767,493

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(733,732

)

1,606,389

Depreciation charges

3,225

2,747

Increase in related party balances

808,148

-

77,641

1,609,136

Increase in trade and other debtors

(891,547

)

(5,091,137

)

(Decrease)/increase in trade and other creditors

(1,421,036

)

5,177,480

Cash generated from operations

(2,234,942

)

1,695,479

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,134,821

5,767,493

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

5,767,493

4,142,907

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

5,767,493

(2,632,672

)

3,134,821

5,767,493

(2,632,672

)

3,134,821

Total

5,767,493

(2,632,672

)

3,134,821

1.	STATUTORY INFORMATION

Exa Group Uk Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Tangible fixed assets

Equipment - 20% straight line

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Construction contracts

Where the outcome of construction contracts can be reliably estimated, contract revenue and contract costs are recognised by reference to the stage of completion ofthe contract activity as at the period end.

Where the outcome of construction contracts cannot be estimated reliably, revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable, and contract costs are recognised as an expense in the period in which they are incurred.

The entity uses the percentage of completion method to determine the amounts to be recognised in the period. 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. Costs incurred for work performed to date do not inctude costs relating to future activity, such as for materials or prepayments.

Construction contracts

Where the outcome of construction contracts can be reliably estimated, contract revenue and contract costs are recognised by reference to the stage of completion of the contract activity as at the period end.

Where the outcome of construction contracts cannot be estimated reliably, revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable, and contract costs are recognised as an expense in the period in which they are incurred.

The entity uses the percentage of completion method to determine the amounts to be recognised in the period. 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. Costs incurred for work performed to date do not include costs relating to future activity, such as for materials or prepayments.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

777,554

499,017

Social security costs

51,970

30,038

Other pension costs

13,716

4,740

843,240

533,795

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

2024

2023

Average number of employees

9

6

2024

2023

£

£

Directors' remuneration

10,670

-

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Other operating leases

171,007

190,227

Depreciation - owned assets

3,225

2,746

Auditors' remuneration

15,000

15,000

Foreign exchange differences

31,236

(81

)

5.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

394,518

Deferred tax

3,181

-

Tax on (loss)/profit

3,181

394,518

6.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 January 2024

11,138

15,365

26,503

Additions

3,211

-

3,211

At 31 December 2024

14,349

15,365

29,714

DEPRECIATION

At 1 January 2024

5,820

6,476

12,296

Charge for year

2,013

1,212

3,225

At 31 December 2024

7,833

7,688

15,521

NET BOOK VALUE

At 31 December 2024

6,516

7,677

14,193

At 31 December 2023

5,318

8,889

14,207

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

2,785,169

843,372

Other debtors

3,096,478

6,660,700

VAT

34,294

-

Prepayments and accrued income

3,100,507

641,271

Prepayments

74,515

54,073

9,090,963

8,199,416

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

1,449,542

936,463

Amounts owed to group undertakings

808,148

-

Tax

-

394,518

Deferred Tax

3,180

-

Social security and other taxes

43,511

82,755

VAT

-

244,991

Other creditors

8,514,618

10,175,647

Accrued expenses

40,372

29,223

10,859,371

11,863,597

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

1

100

100

10.

RESERVES

Retained

earnings

£

At 1 January 2024

2,117,419

Deficit for the year

(736,913

)

At 31 December 2024

1,380,506

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemptions available under the terms of Financial Reporting Standard 102 ' The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12.	CONTROLLING PARTY

The immediate holding company is Exa MP Srl, a company incorporated in Italy, having its registered office at Via Cappuccini 2, 20122, Milan, Italy. The consolidated financial statements are available at the aforementioned address.