IRIS Accounts Production v26.1.10.61 09694272 Board of Directors 31.12.25 1.1.25 31.12.25 31.12.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. true true true false true true false false false false false false false false true false Ordinary 0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 09694272 2024-12-31 09694272 2025-12-31 09694272 2025-01-01 2025-12-31 09694272 2023-12-31 09694272 2024-01-01 2024-12-31 09694272 2024-12-31 09694272 ns15:EnglandWales 2025-01-01 2025-12-31 09694272 ns14:PoundSterling 2025-01-01 2025-12-31 09694272 ns10:Director1 2025-01-01 2025-12-31 09694272 ns10:Consolidated 2025-12-31 09694272 ns10:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 09694272 ns10:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 09694272 ns10:Consolidated ns10:MediumEntities 2025-01-01 2025-12-31 09694272 ns10:Consolidated ns10:Audited 2025-01-01 2025-12-31 09694272 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 09694272 ns10:Medium-sizedCompaniesRegimeForAccounts 2025-01-01 2025-12-31 09694272 ns10:Consolidated 2025-01-01 2025-12-31 09694272 ns10:Consolidated ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 09694272 ns10:Medium-sizedCompaniesRegimeForAccounts ns10:Consolidated 2025-01-01 2025-12-31 09694272 ns10:FullAccounts 2025-01-01 2025-12-31 09694272 ns5:Subsidiary1 2025-01-01 2025-12-31 09694272 ns5:Subsidiary2 2025-01-01 2025-12-31 09694272 ns5:Subsidiary3 2025-01-01 2025-12-31 09694272 ns5:Subsidiary4 2025-01-01 2025-12-31 09694272 ns5:Subsidiary5 2025-01-01 2025-12-31 09694272 1 2025-01-01 2025-12-31 09694272 ns10:OrdinaryShareClass1 2025-01-01 2025-12-31 09694272 1 2025-01-01 2025-12-31 09694272 ns10:Director2 2025-01-01 2025-12-31 09694272 ns10:CompanySecretary1 2025-01-01 2025-12-31 09694272 ns10:RegisteredOffice 2025-01-01 2025-12-31 09694272 ns10:Consolidated 2024-01-01 2024-12-31 09694272 ns5:CurrentFinancialInstruments 2025-12-31 09694272 ns5:CurrentFinancialInstruments 2024-12-31 09694272 ns5:Non-currentFinancialInstruments 2025-12-31 09694272 ns5:Non-currentFinancialInstruments 2024-12-31 09694272 ns5:ShareCapital 2025-12-31 09694272 ns5:ShareCapital 2024-12-31 09694272 ns5:RetainedEarningsAccumulatedLosses 2025-12-31 09694272 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 09694272 ns5:ShareCapital 2023-12-31 09694272 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 09694272 ns5:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 09694272 ns5:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 09694272 ns5:NetGoodwill 2025-01-01 2025-12-31 09694272 ns5:PlantMachinery 2024-12-31 09694272 ns5:PlantMachinery 2025-12-31 09694272 ns5:PlantMachinery 2024-12-31 09694272 ns5:CostValuation 2024-12-31 09694272 ns5:AdditionsToInvestments 2025-12-31 09694272 ns5:CostValuation 2025-12-31 09694272 1 ns5:Subsidiary1 2025-01-01 2025-12-31 09694272 ns5:Subsidiary2 3 2025-01-01 2025-12-31 09694272 5 ns5:Subsidiary3 2025-01-01 2025-12-31 09694272 ns5:Subsidiary4 7 2025-01-01 2025-12-31 09694272 9 ns5:Subsidiary5 2025-01-01 2025-12-31 09694272 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-12-31 09694272 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 09694272 ns5:DeferredTaxation 2024-12-31 09694272 ns5:DeferredTaxation 2025-01-01 2025-12-31 09694272 ns5:DeferredTaxation 2025-12-31 09694272 ns10:OrdinaryShareClass1 2025-12-31 09694272 ns5:RetainedEarningsAccumulatedLosses 2024-12-31

REGISTERED NUMBER: 09694272 (England and Wales)

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2025 |

| FOR |

| IKOS UK HOLDINGS LIMITED |

| PREVIOUSLY KNOWN AS |

| IKOS CONSULTING UK. LIMITED |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 7 |

Consolidated Income Statement | 10 |

Consolidated Other Comprehensive Income | 11 |

Consolidated Balance Sheet | 12 |

Company Balance Sheet | 14 |

Consolidated Statement of Changes in Equity | 16 |

Company Statement of Changes in Equity | 17 |

Consolidated Cash Flow Statement | 18 |

Notes to the Consolidated Cash Flow Statement | 19 |

Notes to the Consolidated Financial Statements | 20 |

IKOS UK HOLDINGS LIMITED

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | S Chelly

| E Monti

| SECRETARY: | Reed Smith Corporate Services Limited

| REGISTERED OFFICE: | 138 Holborn

| London

| EC1N 2SW

| REGISTERED NUMBER: | 09694272 (England and Wales)

| AUDITORS: | Orcom Civvals Audit Limited

| Chartered Accountants and

| Statutory Auditors

| 50 Seymour Street

| London

| W1H 7JG

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

IKOS UK Holdings Limited (the "company") is the intermediate UK parent of a wider international engineering and consultancy group. The company prepares consolidated financial statements under FRS 102, incorporating the results, assets and liabilities of its five wholly owned UK subsidiaries (the "Group"). All intra-group transactions and balances are eliminated on consolidation, ensuring that the consolidated financial statements present a clear and accurate view of the Group’s performance.

The Group operates primarily in the rail engineering, certification, digital systems, and infrastructure consultancy sectors, serving clients across the UK and internationally. During the year, the Group continued to strengthen its market position through investment in technical capability, expansion of service offerings, and closer integration with the global IKOS network.

Group turnover decreased compared with the prior year, reflecting a combination of slower-than-expected adoption of digital technologies in the UK rail sector, the completion of major infrastructure programmes without immediate follow-on projects, and a more competitive market environment. Despite these challenges, the Group delivered a positive EBITDA, maintained strong client relationships, and secured a robust order book entering 2026.

Management continued to prioritise operational efficiency, cashflow discipline and cost control. Notably, improvements in credit control processes across the Group contributed to a reduction in debtor days and strengthened overall liquidity.

The Group remains well positioned within the UK and international rail markets, supported by the global footprint of the wider IKOS Group, which operates in 13 countries and provides access to diversified markets, technical expertise and cross-border collaboration opportunities.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The Group’s activities expose it to a range of financial, operational, and market-driven risks. The Board maintains a risk management framework designed to identify, assess and mitigate these risks. The principal risks faced by the Group are summarised below.

Rail Market Decision-Making

The UK rail industry continues to experience delays in investment decisions, with several major programmes deferred into future periods. This creates uncertainty in project timing and revenue recognition. The Group mitigates this risk by maintaining strong relationships with Tier 1 contractors and positioning itself to respond rapidly when procurement cycles accelerate.

Client Concentration

A number of subsidiaries derive a significant proportion of revenue from key clients. Reduced demand or project delays from these clients could impact Group performance. Diversification initiatives are underway, including expansion into adjacent engineering sectors and targeted business development to broaden the client base.

Geopolitical and Economic Factors

Government budget allocations, regulatory changes, and global economic conditions influence infrastructure spending and consultancy demand. The Group monitors political and economic developments closely and adapts its resource planning and investment decisions accordingly.

Market Competition

The engineering consultancy market remains highly competitive, with increasing pressure on pricing and differentiation. The Group continues to invest in innovation, service quality, and technical expertise to maintain its competitive position.

Foreign Currency Risk

As the Group expands its international certification and consultancy activities, exposure to foreign currency fluctuations increases. The Group benefits from the wider IKOS network, which provides natural hedging through multi-jurisdictional operations and centralised treasury support.

Operational Performance Risk

Timely delivery of complex engineering and certification projects is critical to client satisfaction and financial performance. The Group mitigates this risk through robust project management processes, skilled personnel, and continuous improvement initiatives.

Health and Safety

The Group is committed to maintaining high standards of health and safety across all offices and project sites. Policies, training programmes and monitoring procedures are in place to minimise the risk of accidents and ensure compliance with regulatory requirements.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

FINANCIAL KEY PERFORMANCE INDICATORS

The Board monitors Group performance using a range of financial KPIs, with particular focus on turnover, gross margin, EBITDA and cash generation. Key indicators for the year include:

| 2025 |  | 2024 |

Change in turnover |  | (£3.2m) |  | £0.03m |

Gross profit margin |  | 24.76% |  | 25.57% |

EBITDA as a percentage of sales |  | 7.12% |  | 12.09% |

EBITDA |  | £1.00m |  | £2.10m |

Given the constraints discussed above, throughout 2025, the Board is pleased to report another satisfactory result and believes the Group 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

FUTURE DEVELOPMENTS

The Group’s strategy is aligned with the long-term vision of the global IKOS organisation. Key priorities for the coming years include:

- Strengthening core engineering and certification services, with a focus on high-value technical expertise.

- Expanding into the energy and global certification markets, leveraging the Group’s international footprint.

- Increasing workforce utilisation and operational efficiency through improved resource planning and digital tools.

- Integrating Artificial Intelligence into internal systems and consultancy offerings to enhance productivity and innovation.

- Enhancing brand visibility and cross-border collaboration within the IKOS Group to support international growth.

The Board remains confident that the Group is well placed to capitalise on emerging opportunities in the UK and global rail and engineering sectors.

ON BEHALF OF THE BOARD:

E Monti - Director

6 July 2026

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

CHANGE OF NAME

The group passed a special resolution on 6 May 2026 changing its name from IKOS Consulting UK. Limited to IKOS UK Holdings Limited.

PRINCIPAL ACTIVITY

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

DIVIDENDS

Dividends paid during the year amounted to £500,000 (2024: £400,000). No final dividends are proposed.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

S Chelly

E Monti

DIRECTORS’ INDEMNITIES

As permitted by the Companies Act 2006, the Company has indemnified the directors in respect of proceedings brought by third parties and qualifying third party indemnity insurance was in place throughout the year and up to the date of approval of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are 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 group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

E Monti - Director

6 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IKOS UK HOLDINGS LIMITED

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

Opinion

We have audited the financial statements of IKOS UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group 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 group's and the parent 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IKOS UK HOLDINGS LIMITED

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

IKOS UK HOLDINGS LIMITED

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. 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 Auditors 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing account estimates for biases.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Phillip Jones (FCA) (Senior Statutory Auditor)

for and on behalf of Orcom Civvals Audit Limited

Chartered Accountants and

Statutory Auditors

50 Seymour Street

London

W1H 7JG

6 July 2026

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 4 | 14,110,431 |  | 17,328,355 |  |

Cost of sales | (10,616,771 | ) | (12,898,259 | ) |

GROSS PROFIT | 3,493,660 |  | 4,430,096 |  |

Administrative expenses | (3,631,093 | ) | (3,426,947 | ) |

(137,433 | ) | 1,003,149 |  |

Other operating income | 206,663 |  | 159,918 |  |

OPERATING PROFIT | 6 | 69,230 |  | 1,163,067 |  |

Interest receivable and similar income | 516 |  | 6,620 |  |

69,746 |  | 1,169,687 |  |

Interest payable and similar expenses | 7 | (260,256 | ) | (317,209 | ) |

(LOSS)/PROFIT BEFORE TAXATION | (190,510 | ) | 852,478 |  |

Tax on (loss)/profit | 8 | (375,157 | ) | (312,322 | ) |

(LOSS)/PROFIT FOR THE FINANCIAL YEAR | (565,667 | ) | 540,156 |  |

(Loss)/profit attributable to:

Owners of the parent | (565,667 | ) | 540,156 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

(LOSS)/PROFIT FOR THE YEAR | (565,667 | ) | 540,156 |  |

OTHER COMPREHENSIVE INCOME |

Foreign exchange | (19,043 | ) | - |  |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | (19,043 | ) | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (584,710 | ) | 540,156 |  |

Total comprehensive income attributable to:

Owners of the parent | (584,710 | ) | 540,156 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 4,446,753 |  | 5,336,104 |  |

Tangible assets | 12 | 239,048 |  | 153,801 |  |

Investments | 13 | - |  | - |  |

4,685,801 |  | 5,489,905 |  |

CURRENT ASSETS

Debtors | 14 | 4,131,987 |  | 3,638,165 |  |

Cash at bank | 1,090,239 |  | 1,357,915 |  |

5,222,226 |  | 4,996,080 |  |

CREDITORS

Amounts falling due within one year | 15 | (5,902,836 | ) | (5,442,421 | ) |

NET CURRENT LIABILITIES | (680,610 | ) | (446,341 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,005,191 |  | 5,043,564 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (4,546,689 | ) | (4,506,866 | ) |

PROVISIONS FOR LIABILITIES | 17 | (59,829 | ) | (53,315 | ) |

NET (LIABILITIES)/ASSETS | (601,327 | ) | 483,383 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONSOLIDATED BALANCE SHEET - continued

31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

CAPITAL AND RESERVES

Called up share capital | 18 | 1,000 |  | 1,000 |  |

Other reserves | 19 | 58,740 |  | 58,740 |  |

Foreign exchange reserve | 19 | (19,043 | ) | - |  |

Retained earnings | 19 | (642,024 | ) | 423,643 |  |

SHAREHOLDERS' FUNDS | (601,327 | ) | 483,383 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 6 July 2026 and were signed on its behalf by:

E Monti - Director

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

COMPANY BALANCE SHEET

31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 10,612,628 |  | 10,240,368 |  |

10,612,628 |  | 10,240,368 |  |

CURRENT ASSETS

Debtors | 14 | 31,543 |  | 72,918 |  |

Cash at bank | 119,393 |  | 320,627 |  |

150,936 |  | 393,545 |  |

CREDITORS

Amounts falling due within one year | 15 | (3,892,483 | ) | (3,898,334 | ) |

NET CURRENT LIABILITIES | (3,741,547 | ) | (3,504,789 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 6,871,081 |  | 6,735,579 |  |

CREDITORS

Amounts falling due after more than one year | 16 | (4,546,689 | ) | (4,506,866 | ) |

PROVISIONS FOR LIABILITIES | 17 | - |  | (214 | ) |

NET ASSETS | 2,324,392 |  | 2,228,499 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

COMPANY BALANCE SHEET - continued

31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

CAPITAL AND RESERVES

Called up share capital | 18 | 1,000 |  | 1,000 |  |

Retained earnings | 19 | 2,323,392 |  | 2,227,499 |  |

SHAREHOLDERS' FUNDS | 2,324,392 |  | 2,228,499 |  |

Company's profit for the financial year | 595,893 |  | 630,637 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 6 July 2026 and were signed on its behalf by:

E Monti - Director

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |  | Foreign |

| share |  | Retained |  | Other |  | exchange |  | Total

| capital |  | earnings |  | reserves |  | reserve |  | equity

£ | £ | £ | £ | £ |

Balance at 1 January 2024 | 1,000 |  | 283,487 |  | 58,740 |  | - |  | 343,227 |  |

Changes in equity

Dividends | - |  | (400,000 | ) | - |  | - |  | (400,000 | ) |

Total comprehensive income | - |  | 540,156 |  | - |  | - |  | 540,156 |  |

Balance at 31 December 2024 | 1,000 |  | 423,643 |  | 58,740 |  | - |  | 483,383 |  |

Changes in equity

Dividends | - |  | (500,000 | ) | - |  | - |  | (500,000 | ) |

Total comprehensive income | - |  | (565,667 | ) | - |  | (19,043 | ) | (584,710 | ) |

Balance at 31 December 2025 | 1,000 |  | (642,024 | ) | 58,740 |  | (19,043 | ) | (601,327 | ) |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 January 2024 | 1,000 |  | 1,996,862 |  | 1,997,862 |  |

Changes in equity

Dividends | - |  | (400,000 | ) | (400,000 | ) |

Total comprehensive income | - |  | 630,637 |  | 630,637 |  |

Balance at 31 December 2024 | 1,000 |  | 2,227,499 |  | 2,228,499 |  |

Changes in equity

Dividends | - |  | (500,000 | ) | (500,000 | ) |

Total comprehensive income | - |  | 595,893 |  | 595,893 |  |

Balance at 31 December 2025 | 1,000 |  | 2,323,392 |  | 2,324,392 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 517,371 |  | 860,945 |  |

Interest paid | (260,256 | ) | (317,209 | ) |

Tax paid | (297,355 | ) | (523,662 | ) |

Net cash from operating activities | (40,240 | ) | 20,074 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (131,500 | ) | (34,399 | ) |

Interest received | 516 |  | 6,620 |  |

Net cash from investing activities | (130,984 | ) | (27,779 | ) |

Cash flows from financing activities

Loan from/(to) group companies | 775,808 |  | 2,664,684 |  |

Repayment of deferred consideration | (372,260 | ) | (3,800,053 | ) |

Equity dividends paid | (500,000 | ) | (400,000 | ) |

Net cash from financing activities | (96,452 | ) | (1,535,369 | ) |

Decrease in cash and cash equivalents | (267,676 | ) | (1,543,074 | ) |

Cash and cash equivalents at beginning of year | 2 | 1,357,915 |  | 2,900,989 |  |

Cash and cash equivalents at end of year | 2 | 1,090,239 |  | 1,357,915 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before taxation | (190,510 | ) | 852,478 |  |

| Depreciation charges | 935,604 |  | 932,288 |  |

| Other income | (206,663 | ) | (131,304 | ) |

| Finance costs | 260,256 |  | 317,209 |  |

| Finance income | (516 | ) | (6,620 | ) |

798,171 |  | 1,964,051 |  |

| (Increase)/decrease in trade and other debtors | (16,742 | ) | 1,293,206 |  |

| Decrease in trade and other creditors | (264,058 | ) | (2,396,312 | ) |

| Cash generated from operations | 517,371 |  | 860,945 |  |

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 2025

| 31/12/25 |  | 1/1/25

£ | £ |

| Cash and cash equivalents | 1,090,239 |  | 1,357,915 |  |

| Year ended 31 December 2024

| 31/12/24 |  | 1/1/24

£ | £ |

| Cash and cash equivalents | 1,357,915 |  | 2,900,989 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1/1/25 | Cash flow | At 31/12/25

£ | £ | £ |

| Net cash |

| Cash at bank | 1,357,915 |  | (267,676 | ) | 1,090,239 |  |

1,357,915 |  | (267,676 | ) | 1,090,239 |  |

| Total | 1,357,915 |  | (267,676 | ) | 1,090,239 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| IKOS UK Holdings 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. | STATEMENT OF COMPLIANCE

| 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.

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention.

| These financial statements have been prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

| Going concern

| In preparing these financial statements, the directors are of the opinion that based on current and expected operational performance of the company and its Group, there is a reasonable expectation that, despite the net liability position for the Group at the balance sheet date, the Group shall have adequate financial resources available at its disposal to ensure that any liabilities are appropriately discharged as they should fall due and for the company and its Group to continue in operational existence.

| While there will always remain inherent uncertainty, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the company and its Group to continue as a going concern and consider it both appropriate to continue to adopt the going concern basis in preparing the company's individual and consolidated group financial statements and do not recognise any adjustments in either the financial statements that would arise if the going concern basis were to become no longer appropriate.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Basis of consolidation

| The consolidated financial statements present the results of the company and its group undertakings as if they were a single entity up to the balance sheet date.

| lntercompany transactions and balances between subsidiary undertakings are eliminated in full on consolidation. A subsidiary undertaking is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

| Where a subsidiary undertaking applies alternative accounting policies to that applied by the company, adjustments on application of the company's accounting policies are made to the financial statements of the subsidiary undertaking prior to consolidation.

| Where a subsidiary undertaking's functional and presentational currency differs from the company, the subsidiary undertaking's financial statements are translated to the company's presentational currency prior to consolidation as follows:

| - The balance sheet is translated using financial period-end exchange rates;

| - The statement of comprehensive income is translated using an average exchange rate for the financial period included as part of the consolidation;

| - Share capital is translated using historical exchange rates at the date the entry to equity was recorded; and

| - Equity reserves are translated using the historical average exchange rates originally used to translate each period's activity which makes up said reserves

| The consolidated financial statements incorporate the results of business combinations by applying the share of net assets principle under the acquisition method.

| 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.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| In the application of the company's accounting policies, the directors are required to apply judgment and make estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other available sources based on historical experience and other factors that are considered to be relevant. Consequently, actual results may differ from that originally estimated.

| The judgments, estimates and assumptions that are considered to have a significant risk of causing a material adjustment to the carrying amounts of assets and/or liabilities within the next financial period are addressed below:

| Determination of the residual value of fixed asset investments held

| Fixed asset investments are reported at transaction price less provision for impairment

| In determining the residual value and therefore the provision for impairment, the directors consider the expected proceeds currently receivable on disposal taking into account expected future earnings and, where possible, externally available market prices. Where relevant, this will require estimation of the future cash flows from the underlying asset and application of appropriate discount rates in order to reflect the time value when calculating the net present value of those cash flows.

| Recoverable value of debtors

| Debtors are reported at transaction price less provision for impairment.

| When assessing the recoverable value of debtors, the directors consider externally available and internal sources of information such as historic and expected market activity, ageing profile, historical experience and, in the case of amounts owed by connected parties, the forecasted financial performance and expected cash flows of the connected party.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| 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.

| Goodwill

| Goodwill represents the excess of the cost of acquisition of unincorporated businesses and on consolidation of acquired subsidiary undertakings over the fair value of net assets acquired.

| Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses with any related expenditure previously recognised in profit or loss not recognised as an asset in a subsequent period. Goodwill is considered to have a finite useful life and is amortised on a straight line basis over its expected life of 10 years.

| Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation. Historical cost include expenditure that is directly attributable to bringing an asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of the assets over its estimated useful lives.

| Depreciation is provided on the following basis:

| Plant and machinery |  |  | 33.33% straight line and 10% on cost |  |

| Fixtures and fittings |  |  | 25% on cost and 25% on reducing balance |  |

| Computer equipment |  |  | 25% on reducing balance |  |

| Depreciation of a tangible asset commences once the asset is available for use.

| The depreciation basis of tangible fixed assets are reviewed, and adjusted prospectively where deemed appropriate, if there is an indication of a significant change since the last balance sheet date.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Financial instruments

| The group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

| i) Financial assets

| Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

| Such assets are subsequently carried at amortised cost using the effective interest method.

| At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled; or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party; or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

| ii) Financial liabilities

| Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

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

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

| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

| Pension costs

| The company operates a defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

| The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

| Cash and cash equivalents

| Cash and cash equivalents includes cash in hand, deposits held at call with banks. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

| Debtors

| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Creditors

| Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

4. | TURNOVER

| The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| United Kingdom | 13,533,729 |  | 16,830,003 |  |

| Europe | 576,702 |  | 498,352 |  |

14,110,431 |  | 17,328,355 |  |

5. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 6,212,210 |  | 5,871,636 |  |

| Social security costs | 851,029 |  | 737,642 |  |

| Other pension costs | 1,059,430 |  | 1,048,701 |  |

8,122,669 |  | 7,657,979 |  |

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

| 2025 |  | 2024

| Administration | 20 |  | 23 |  |

| Engineers | 87 |  | 83 |  |

| Directors | 2 |  | 2 |  |

109 |  | 108 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 179,140 |  | 143,721 |  |

| Directors' pension contributions to money purchase schemes | 10,834 |  | 25,167 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

6. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Depreciation - owned assets | 46,253 |  | 42,937 |  |

| Goodwill on consolidation amortisation | 889,351 |  | 889,351 |  |

| Audit fees | 10,500 |  | 4,591 |  |

| Audit fees of subsidiaries | 40,136 |  | 46,220 |  |

| Foreign exchange differences | (24,798 | ) | (27,109 | ) |

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | - |  | 19 |  |

| Other interest | 441 |  | 1,804 |  |

| Intergroup loan interest | 270,478 |  | 302,324 |  |

| HMRC interest | (10,663 | ) | 13,062 |  |

260,256 |  | 317,209 |  |

8. | TAXATION

| Analysis of the tax charge

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

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 291,502 |  | 503,210 |  |

| Prior year adjustment | 62,120 |  | (188,921 | ) |

| Total current tax | 353,622 |  | 314,289 |  |

| Deferred tax | 21,535 |  | (1,967 | ) |

| Tax on (loss)/profit | 375,157 |  | 312,322 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

8. | TAXATION - continued

| 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:

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before tax | (190,510 | ) | 852,478 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (47,628 | ) | 213,120 |  |

| Effects of:

| Expenses not deductible for tax purposes | 56,104 |  | 4,978 |  |

| Capital allowances in excess of depreciation | (21,312 | ) | - |  |

| Depreciation in excess of capital allowances | - |  | 2,275 |  |

| Adjustments to tax charge in respect of previous periods | 62,120 |  | (188,921 | ) |

| Amortisation on asset not qualifying for tax allowances | 222,338 |  | 222,338 |  |

| Deferred tax | 21,535 |  | (1,967 | ) |

| Losses carried forward | 82,000 |  | 60,499 |  |

| Total tax charge | 375,157 |  | 312,322 |  |

| Tax effects relating to effects of other comprehensive income |

| 2025 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Foreign exchange | (19,043 | ) | - |  | (19,043 | ) |

9. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

10. | DIVIDENDS

| 2025 |  | 2024

£ | £ |

| Ordinary shares of 1 each

| Final | 500,000 |  | 400,000 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

11. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill

| on

| consolidat

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 8,893,507 |  |

| AMORTISATION

| At 1 January 2025 | 3,557,403 |  |

| Amortisation for year | 889,351 |  |

| At 31 December 2025 | 4,446,754 |  |

| NET BOOK VALUE

| At 31 December 2025 | 4,446,753 |  |

| At 31 December 2024 | 5,336,104 |  |

12. | TANGIBLE FIXED ASSETS

| Group

| Fixtures |

| Plant and |  | and |  | Computer |

| machinery |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2025 | 48,518 |  | 78,072 |  | 320,426 |  | 447,016 |  |

| Additions | - |  | 99,261 |  | 32,239 |  | 131,500 |  |

| At 31 December 2025 | 48,518 |  | 177,333 |  | 352,665 |  | 578,516 |  |

| DEPRECIATION

| At 1 January 2025 | 28,038 |  | 56,113 |  | 209,064 |  | 293,215 |  |

| Charge for year | 3,072 |  | 10,930 |  | 32,251 |  | 46,253 |  |

| At 31 December 2025 | 31,110 |  | 67,043 |  | 241,315 |  | 339,468 |  |

| NET BOOK VALUE

| At 31 December 2025 | 17,408 |  | 110,290 |  | 111,350 |  | 239,048 |  |

| At 31 December 2024 | 20,480 |  | 21,959 |  | 111,362 |  | 153,801 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

12. | TANGIBLE FIXED ASSETS - continued

| Company

| Plant and

| machinery

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 11,136 |  |

| DEPRECIATION

| At 1 January 2025

| and 31 December 2025 | 11,136 |  |

| NET BOOK VALUE

| At 31 December 2025 | - |  |

| At 31 December 2024 | - |  |

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertaki

£ |

| COST

| At 1 January 2025 | 10,240,368 |  |

| Additions | 372,260 |  |

| At 31 December 2025 | 10,612,628 |  |

| NET BOOK VALUE

| At 31 December 2025 | 10,612,628 |  |

| At 31 December 2024 | 10,240,368 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

13. | FIXED ASSET INVESTMENTS - continued

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Aegis Rail Holdings Limited

| Registered office: 17 Moor Park Avenue, Preston, Lancashire PR1 6AS

| Nature of business: Holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| IKOS Consulting UK Limited

| Registered office: 41 Brunel Parkway, Pride Park, Derby DE24 8HR

| Nature of business: Engineering related consulting activities

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Aegis Certification Services Limited

| Registered office: 35 Brunel Parkway, Pride Park, Derby DE24 8HR

| Nature of business: Engineering related consulting activities

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Aegis Certification SL

| Registered office: 5D 143 De La Castellana, Madrid

| Nature of business: Engineering related consulting activities

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Aegis Canada

| Registered office: 240 Richmond Street West, Toronto, Ontario, M5V1V6, Canada

| Nature of business: Engineering related consulting activities

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 2,601,715 |  | 2,803,551 |  | 11,638 |  | 10,410 |  |

| Amounts owed by group undertakings | 362,105 |  | 10,818 |  | - |  | - |  |

| Other debtors | 63,518 |  | 42,310 |  | 7,300 |  | 4,950 |  |

| Tax recoverable | 159,619 |  | 33,826 |  | - |  | 31,729 |  |

| VAT | - |  | - |  | 12,173 |  | 20,739 |  |

| Prepayments and accrued income | 945,030 |  | 747,660 |  | 432 |  | 5,090 |  |

4,131,987 |  | 3,638,165 |  | 31,543 |  | 72,918 |  |

15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade creditors | 600,652 |  | 717,129 |  | 94,307 |  | 103,454 |  |

| Amounts owed to group undertakings | 3,902,280 |  | 2,815,008 |  | 3,788,675 |  | 3,783,659 |  |

| Tax | 124,282 |  | 114,821 |  | - |  | - |  |

| Social security and other taxes | 199,510 |  | 176,115 |  | - |  | - |  |

| VAT | 397,393 |  | 480,277 |  | - |  | - |  |

| Other creditors | 95,333 |  | 94,604 |  | - |  | 419 |  |

| Net Wages Control | 4 |  | 202 |  | - |  | - |  |

| Accruals and deferred income | 326,628 |  | 415,251 |  | 9,501 |  | 10,802 |  |

| Deferred consideration | 256,754 |  | 629,014 |  | - |  | - |  |

5,902,836 |  | 5,442,421 |  | 3,892,483 |  | 3,898,334 |  |

16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Amounts owed to group undertakings | 4,546,689 |  | 4,506,866 |  | 4,546,689 |  | 4,506,866 |  |

17. | PROVISIONS FOR LIABILITIES

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Deferred tax | 59,829 |  | 53,315 |  | - |  | 214 |  |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

17. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |

| tax |

£ |

| Balance at 1 January 2025 | 53,315 |  |

| Provided during year | 6,514 |  |

| Balance at 31 December 2025 | 59,829 |  |

| Company

| Deferred |

| tax |

£ |

| Balance at 1 January 2025 | 214 |  |

| Credit to Income Statement during year | (214 | ) |

| Balance at 31 December 2025 | - |  |

18. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 1,000 | Ordinary | 1 | 1,000 |  | 1,000 |  |

19. | RESERVES

| Group

| Foreign |

| Retained |  | Other |  | exchange |

| earnings |  | reserves |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 January 2025 | 423,643 |  | 58,740 |  | - |  | 482,383 |  |

| Deficit for the year | (565,667 | ) | (565,667 | ) |

| Dividends | (500,000 | ) | (500,000 | ) |

| Foreign exchange reserve | - |  | - |  | (19,043 | ) | (19,043 | ) |

| At 31 December 2025 | (642,024 | ) | 58,740 |  | (19,043 | ) | (602,327 | ) |

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

19. | RESERVES - continued

| Company

| Retained

| earnings

£ |

| At 1 January 2025 | 2,227,499 |  |

| Profit for the year | 595,893 |  |

| Dividends | (500,000 | ) |

| At 31 December 2025 | 2,323,392 |  |

| Retained earnings reserve

| The retained earnings reserve include all current and prior period retained profit and (losses) net of amounts distributed as dividends to equity shareholder.

| At the balance sheet date, the retained earnings for the company and its consolidated group amounted to profit of £2,323,395 and loss of £642,024 (2024: profit of £2,227,499 and profit of £423,643) respectively.

| Other reserves

| Other reserves of £58,740 relates to the issue of 220 non-voting shares at a premium to third parties in one the subsidiary undertaking after it was acquired,

| Foreign exchange reserve

| The foreign exchange reserve of £19,043 (2024: £Nil) relates solely in respect of the Group and comprises of foreign exchange movements on translation prior to consolidation of the the Group's non- sterling (£) reporting subsidiary undertakings.

20. | POST BALANCE SHEET EVENTS

| There have been no significant affecting the group since the year end.

IKOS UK HOLDINGS LIMITED (REGISTERED NUMBER: 09694272)

PREVIOUSLY KNOWN AS IKOS CONSULTING UK. LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

21. | ULTIMATE PARENT AND CONTROLLING PARTY

| The company's immediate parent undertaking and controlling party is IKOS Group SAS, a company incorporated in France.

| The smallest and largest group in which the results of the company are consolidated is headed by IKOS Group SAS. Copies of those financial statements are available from the National Register of Companies, Institut National de la Propriété Industrielle, 26 bis de Leningrad, 75008 Paris, France.

| During the year the group entered into transactions with:

| - its ultimate parent undertaking, and

| - fellow subsidiaries of the ultimate parent undertaking

| which are not included in the UK consolidated financial statements and therefore do not qualify for the related party exemption.

| These transactions consisted of management charges and funding arrangement.

| Transactions during the year were as follows:

| - Charges from the ultimate parent : £411,471 (2024: £473,479)

| - Dividends paid to ultimate parent : £500,000 (2024: £400,000)

| At the year end, the following balances were outstanding:

| - Amounts owed to the ultimate parent : £8,110,031 (2024: £7,321,874)

| This balance is unsecured and bears interest at various rates, including floating rates based on SONIA plus a margin.

| - Amount due from/to fellow subsidiaries : £23,450 (2024: £10,818)