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REGISTERED NUMBER: 03427676 (England and Wales)


















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

AEGIS ENGINEERING SYSTEMS (AES) LIMITED

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2025










Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditor 7

Statement of Income and Retained Earnings 11

Balance Sheet 12

Notes to the Financial Statements 14


AEGIS ENGINEERING SYSTEMS (AES) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST DECEMBER 2025







DIRECTORS: Mr S Chelly
Mr E Monti
Mr N J Wiles





REGISTERED OFFICE: 41 Brunel Parkway
Pride Park
Derby
DE24 8HR





REGISTERED NUMBER: 03427676 (England and Wales)





AUDITOR: Orcom Civvals Audit Limited
Chartered Accountants and
Statutory Auditors
50 Seymour Street
London
W1H 7JG

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

STRATEGIC REPORT
FOR THE YEAR ENDED 31ST DECEMBER 2025


The directors present their strategic report for the year ended 31st December 2025.

AEGIS is a leading engineering consultancy and independent certification company established 28 years ago in the UK. Operating extensively within the UK but also internationally in sectors including Passenger Rolling Stock, Freight, Infrastructure, Signalling, Telecoms, and Electrification, AEGIS provides a comprehensive suite of systems engineering and certification services.

As part of the IKOS Group, a global consultancy based in Paris, AEGIS continues to strengthen its international market presence, predominately in certification.

The directors present their strategic report for the year ended 31st December 2025.

REVIEW OF BUSINESS
Sales to the rail industry of £11.3m (2024: £13.8m) and a pre-tax profit of £0.3m (2024: £1.5m) were recorded for the year.

The slow uptake of digital technologies in the rail industry has impacted our Digital, Software and Cyber Sector, resulting in sales being £2m lower than what was forecasted. All market research indicates that these services will be in huge demand over the next 5 years.

The completion of our largest infrastructure project, Core Valley Lines in Wales, and the lack of a follow-on project, due to the absence of investment in infrastructure projects. impacted our Infrastructure Sectors sales by more than £0.5m.

A relatively new Time and Materials Sector had an ambitious target of £1.5m sales and fell short by £200k.

Combined, these sectors contribute to the shortfall in sales.

Order intake for 2025 exceeded sales resulting in an opening order book for 2026 ahead of 2025.

To improve cashflow AEGIS focused heavily on credit control and has significantly reduced debtor days.


AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

STRATEGIC REPORT
FOR THE YEAR ENDED 31ST DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES
Whilst the outlook for 2026 shows promising improvement mainly due to 2025 investment being pushed to the right, the directors are of the opinion that several risks require ongoing monitoring and mitigation strategies:

Rail Market Decision Making
Experience tells us that the UK rail market is slow to make decisions. Ongoing delays over the last few years resulting in investment decisions being pushed to the right are set to continue for the first half of 2026. We have positioned ourselves alongside the major Tier 1 rail industry service providers so that we can act quickly when contracts are awarded.

Client Concentration:
Significant dependency on key clients presents a growth risk if project demand diminishes. AEGIS is currently diversifying into other sectors and closely monitoring the balance of income from major clients.

Geopolitical and Economic Factors:
UK governmental budget allocations and regulatory environments could shift unpredictably due to global or domestic political changes, impacting infrastructure spending. Management continues to closely monitor developments in relation to the political and economic uncertainties in order to mitigate any risks to the business.

Market Competition:
Increased competition and evolving market dynamics necessitate continuous innovation and strategic market positioning. We continually add to our service offering, review customer feedback and evaluate our pricing structure to remain competitive.
.
Foreign currency risk
Due to the projected growth in our Global Certification offerings, foreign currency exposure becomes a potential risk. However, our parent company IKOS has offices in 13 countries worldwide, thus offering strong mitigation for this risk.

FINANCIAL KEY PERFORMANCE INDICATORS
The Board monitors performance by reference to various financial key performance indicators with particular focus on turnover, gross profit margin and EBITDA:

2025 2024
Change in turnover (£2.5m) (£0.7m)
Gross profit margin 21.95% 25.14%
EBITDA as a percentage of sales 3.52% 11.42%
EBITDA £0.4m £1.6m

Given the constraints discussed above, throughout 2025, the Board is pleased to report another satisfactory result and believes the company is well positioned to face the challenges of the future and the uncertain economic conditions that remain across the rail sector in the United Kingdom and worldwide. The Directors have developed a strategy that reflects a commitment to sustainable growth, enhanced operational effectiveness, innovation, and stakeholder value creation, positioning AEGIS for sustained success in the evolving global rail market


AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

STRATEGIC REPORT
FOR THE YEAR ENDED 31ST DECEMBER 2025

FUTURE DEVELOPMENTS
AEGIS aims to solidify its position as the 'Rail Engineering Consultancy & Certification Body of Choice' globally whilst continuing to grow.
Strategic targets include:
- Strengthening core businesses and expanding into the energy sector and global certification markets
- Increasing workforce utilisation rates to above 70% to enhance productivity and profitability
- Advancing the integration of Artificial Intelligence within business systems and consulting practices
- Enhancing market visibility and leveraging branding initiatives in collaboration with the IKOS Group

ON BEHALF OF THE BOARD:





Mr S Chelly - Director


5th May 2026

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST DECEMBER 2025


The directors present their report with the financial statements of the company for the year ended 31st December 2025.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of engineering consultancy and certification services in the rail industry.

DIVIDENDS
The total distribution of dividends for the year ended 31st December 2025 will be £ 600,000 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

Mr S Chelly
Mr E Monti

Other changes in directors holding office are as follows:

Mr J Johnson - resigned 10th June 2025
Mr N J Wiles - appointed 10th June 2025

DIRECTORS’ INSURANCE AND INDEMNITIES
The directors have the benefit of the indemnity provisions contained in the company's Articles of Association ('Articles'), and the company has maintained throughout the period directors' and officers' liability insurance for the benefit of the company, the directors and its officers. The company has entered into qualifying third party indemnity arrangements for the benefit of all its directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the period and remain in force.

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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.


AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
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 auditor is unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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

ON BEHALF OF THE BOARD:





Mr S Chelly - Director


5th May 2026

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF
AEGIS ENGINEERING SYSTEMS (AES) LIMITED


Opinion
We have audited the financial statements of Aegis Engineering Systems (AES) Limited (the 'company') for the year ended 31st December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and 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 31st December 2025 and of its profit 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 Auditor 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 Auditor 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.

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF
AEGIS ENGINEERING SYSTEMS (AES) LIMITED


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 pages five and six, 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.

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF
AEGIS ENGINEERING SYSTEMS (AES) LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditor that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK taxation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management override of controls. Audit procedures performed by the engagement team included:
- Reviewing minutes of meetings of those charged with governance
- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations, and
- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and testing accounting estimates (because of the risk of management bias).

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 Auditor.

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF
AEGIS ENGINEERING SYSTEMS (AES) LIMITED


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 Auditor 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.




Philip Jones (Senior Statutory Auditor)
for and on behalf of Orcom Civvals Audit Limited
Chartered Accountants and
Statutory Auditors
50 Seymour Street
London
W1H 7JG

5th May 2026

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

STATEMENT OF INCOME AND
RETAINED EARNINGS
FOR THE YEAR ENDED 31ST DECEMBER 2025

31.12.25 31.12.24
Notes £    £   

TURNOVER 4 11,302,715 13,762,680

Cost of sales (8,822,278 ) (10,303,367 )
GROSS PROFIT 2,480,437 3,459,313

Administrative expenses (2,335,283 ) (2,066,698 )
145,154 1,392,615

Other operating income 206,663 131,304
351,817 1,523,919

Interest receivable and similar
income

-

6,133
351,817 1,530,052

Interest payable and similar
expenses

6

(1,452

)

-
PROFIT BEFORE TAXATION 7 350,365 1,530,052

Tax on profit 8 (139,562 ) (130,573 )
PROFIT FOR THE FINANCIAL YEAR 210,803 1,399,479

Retained earnings at beginning of
year

1,675,182

1,275,703

Dividends 9 (600,000 ) (1,000,000 )

RETAINED EARNINGS AT END OF YEAR 1,285,985 1,675,182

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

BALANCE SHEET
31ST DECEMBER 2025

31.12.25 31.12.24
Notes £    £   
FIXED ASSETS
Tangible assets 10 237,825 152,195

CURRENT ASSETS
Debtors 11 3,399,028 3,744,021
Cash at bank 345,566 795,482
3,744,594 4,539,503
CREDITORS
Amounts falling due within one year 12 (2,614,642 ) (2,956,132 )
NET CURRENT ASSETS 1,129,952 1,583,371
TOTAL ASSETS LESS CURRENT LIABILITIES 1,367,777 1,735,566

PROVISIONS FOR LIABILITIES 13 (59,457 ) (38,049 )
NET ASSETS 1,308,320 1,697,517

CAPITAL AND RESERVES
Called up share capital 14 4,260 4,260
Share premium 15 17,583 17,583
Capital redemption reserve 15 492 492
Retained earnings 15 1,285,985 1,675,182
SHAREHOLDERS' FUNDS 1,308,320 1,697,517

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

BALANCE SHEET - continued
31ST DECEMBER 2025


The financial statements were approved by the Board of Directors and authorised for issue on 5th May 2026 and were signed on its behalf by:





Mr S Chelly - Director


AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2025


1. STATUTORY INFORMATION

Aegis Engineering Systems (AES) Limited 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.

Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the company operates (the "functional currency").

The functional currency of the company, and the currency in which the financial statements are presented (the "presentational currency"), is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.

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.

The company is a qualifying entity for the purposes of FRS102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended give a true and fair view of assets, liabilities, financial position and profit and loss of the group. The company has therefore taken advantage of the exemptions from the following disclosure requirements:

- Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;
- Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;

Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 15% on reducing balance
Fixtures and fittings - 20% on reducing balance
Computer equipment - 25% on reducing balance

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Basic financial assets:
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future cash flows discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities:
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities:
Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future cash flows discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if the payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest rate method.

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.


AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


2. ACCOUNTING POLICIES - continued
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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


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.

Debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business. Trade debtors are recognised at the undiscounted amount of cash receivable, which is normally the invoice price, less any allowance for doubtful debts.

Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are recognised at the undiscounted amount owed to the supplier, which is normally the invoice price.

Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand.

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The notes to the financial statements set out areas involving a higher degree of judgement, or areas where assumptions are significant to the reporting entity and its financial report such as:
- useful economic lives of tangible assets
- fair value of assets and liabilities
- recoverability of tax receivables, deferred tax assets and measurement of current and deferred tax liabilities can require significant judgement, particularly where the recoverability of such tax balances relies on the estimation of future taxable profits and management's determination of the likelihood that uncertain tax positions will be accepted by the relevant taxation authority
- the timing of derecognition of assets and liabilities following the disposal of an investment, including the measurement of the associated gain or loss

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including reasonable expectations of future events. Management believes that the estimates used in preparing this financial statements are reasonable. Actual results in the future may differ from those reported and it is therefore reasonably possible, on the basis of existing knowledge, that outcomes within the next financial year that are different from management's assumptions and estimates could require an adjustment to the carrying amounts of the reported assets and liabilities in future reporting periods

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.25 31.12.24
£    £   
Consultancy services 11,302,715 13,762,680
11,302,715 13,762,680

An analysis of turnover by geographical market is given below:

31.12.25 31.12.24
£    £   
United Kingdom 11,302,715 13,762,680
11,302,715 13,762,680

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


5. EMPLOYEES AND DIRECTORS
31.12.25 31.12.24
£    £   
Wages and salaries 4,347,474 4,125,875
Social security costs 564,432 492,007
Other pension costs 728,939 766,181
5,640,845 5,384,063

The average number of employees during the year was as follows:
31.12.25 31.12.24

Cost of sales 59 58
Admin 17 18
Directors 1 1
77 77

31.12.25 31.12.24
£    £   
Directors' remuneration 105,071 93,235
Directors' pension contributions to money purchase schemes 17,670 25,167

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.25 31.12.24
£    £   
HMRC Interest 1,452 -

7. PROFIT BEFORE TAXATION

The profit is stated after charging:

31.12.25 31.12.24
£    £   
Depreciation - owned assets 45,870 41,326
Auditors' remuneration 16,395 17,050

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.25 31.12.24
£    £   
Current tax:
UK corporation tax 118,675 321,366
Overprovision in prior periods (521 ) (188,921 )
Total current tax 118,154 132,445

Deferred tax 21,408 (1,872 )
Tax on profit 139,562 130,573

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
Profit before tax 350,365 1,530,052
Profit multiplied by the standard rate of corporation tax in the
UK of 25% (2024 - 25%)

87,591

382,513

Effects of:
Expenses not deductible for tax purposes 4,917 4,426
Adjustments to tax charge in respect of previous periods (521 ) (188,921 )
R&D claim 51,666 -
Group loss relief (4,091 ) (67,445 )

Total tax charge 139,562 130,573

9. DIVIDENDS
31.12.25 31.12.24
£    £   
Ordinary A shares of £1 each
Interim 600,000 1,000,000

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


10. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1st January 2025 37,382 77,433 312,440 427,255
Additions - 99,261 32,239 131,500
At 31st December 2025 37,382 176,694 344,679 558,755
DEPRECIATION
At 1st January 2025 16,901 55,944 202,215 275,060
Charge for year 3,072 10,831 31,967 45,870
At 31st December 2025 19,973 66,775 234,182 320,930
NET BOOK VALUE
At 31st December 2025 17,409 109,919 110,497 237,825
At 31st December 2024 20,481 21,489 110,225 152,195

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
£    £   
Trade debtors 2,102,320 2,158,220
Amounts owed by group undertakings 362,105 1,017,168
Other debtors 26,598 16,054
Tax 159,619 2,098
Prepayments and accrued income 748,386 550,481
3,399,028 3,744,021

Amounts owed from group undertakings are unsecured, have no fixed date of repayment and are repayable on demand.

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
£    £   
Trade creditors 491,683 576,765
Amounts owed to group undertakings 1,389,477 1,578,742
Social security and other taxes 138,736 127,690
VAT 268,478 334,713
Other creditors 55,322 57,108
Accrued Exp & Prepaid Inc 270,946 281,114
2,614,642 2,956,132

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


13. PROVISIONS FOR LIABILITIES
31.12.25 31.12.24
£    £   
Deferred tax
Accelerated capital allowances 59,457 38,049

Deferred
tax
£   
Balance at 1st January 2025 38,049
Charge to Income Statement during year 21,408
Balance at 31st December 2025 59,457

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £    £   
1,920 Ordinary A £1 1,920 1,920
221 Ordinary B £1 221 221
836 Ordinary C £1 836 836
389 Ordinary D £1 389 389
274 Ordinary E £1 274 274
250 Ordinary F £1 250 250
120 Ordinary G £1 120 120
250 Ordinary H £1 250 250
4,260 4,260

All shares voted are non-redeemable and rank equally in terms of :
a) Voting rights - one vote for each share
b) Rights to participate in any capital distribution on winding up
However, rights to participate in all approved dividends distributions for each class of share vary from class to class.

15. RESERVES
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1st January 2025 1,675,182 17,583 492 1,693,257
Profit for the year 210,803 210,803
Dividends (600,000 ) (600,000 )
At 31st December 2025 1,285,985 17,583 492 1,304,060

AEGIS ENGINEERING SYSTEMS (AES) LIMITED (REGISTERED NUMBER: 03427676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST DECEMBER 2025


16. RELATED PARTY DISCLOSURES

Administrative expenses include rent of £52,678 (2024: £48,075) paid to a pension fund in which members of key management are trustees.

17. ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Aegis Rail Holdings Limited, a company registered in England and Wales.

The smallest group in which the results of this company are consolidated is Ikos Consulting UK. Limited and copies of these consolidated financial statements are available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

The ultimate parent undertaking is Ikos Group SAS, a company registered in France, and it is the largest group in which the results of this company are consolidated. Copies of these consolidated financial statements are available from the National Register of Companies, Institut National de la Propriété Industrielle, 26 bis de Leningrad, 75008 Paris, France.