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

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

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

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.

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.

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

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.

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

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.

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.

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

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

(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

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

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

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

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

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

)

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

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

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

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.