REGISTERED NUMBER: 06452488 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

RIB UK&I LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Other Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

G Cerrada

S J Dousie

S Vetter

SECRETARY:

Ms A J Zamperoni

REGISTERED OFFICE:

Office 2071 Giltspur Street

London

EC1A 9DD

REGISTERED NUMBER:

06452488 (England and Wales)

AUDITORS:

Kingly Jones LLP

Chartered Accountants

Statutory Auditor

414 Linen Hall

162-168 Regent Street

London

W1B 5TE

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The principal activity of the company in the year under review was that of the sale of software licenses, maintenance and training

DIRECTORS

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

G Cerrada

S J Dousie

S Vetter

Other changes in directors holding office are as follows:

P M Cooper - resigned 1 October 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Kingly Jones LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S Vetter - Director

2 July 2026

Opinion

We have audited the financial statements of RIB UK&I Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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.

Based on our understanding of the Company, we identified the principal risks of non-compliance with laws and regulations and considered the extent to which non-compliance might have a material effect on the financial statements. We determined that the most relevant to be specific assertions in the financial statements such as the Companies Act 2006, tax regulation and the Financial Reporting Standard applicable to the UK ( FRS102)

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including discussion with senior management and discussion with the audit team at the planning stage. We determined the principal risks were related to posting journal entries to manipulate profit and management bias in accounting estimates.

In addressing the risk of fraud through management bias and override of controls, we performed analytical procedures to identify any unusual or unexpected relationships:identified and tested journal entries that were unusual or outside the normal course of business and challenged assumptions and judgements made by management in determining significant accounting estimates.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed audit procedures which included, but not limited to: agreeing financial statements disclosure to underlying supporting documentation and discussion with management of known instances of non-compliance with laws and regulations.

There are inherent limitations in the audit procedures above, we are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to transactions effected in the financial statement or us not detecting a material misstatement due to fraud, as fraud may involve deliberate concealment by misrepresentation or through collusion.

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

Martin Neil Jones (Senior Statutory Auditor)

for and on behalf of Kingly Jones LLP

Chartered Accountants

Statutory Auditor

414 Linen Hall

162-168 Regent Street

London

W1B 5TE

8 July 2026

TURNOVER

4

7,696,760

6,472,771

Cost of sales

3,558,136

2,818,377

GROSS PROFIT

4,138,624

3,654,394

Administrative expenses

3,750,623

3,267,330

388,001

387,064

Other operating income

877,232

338,678

OPERATING PROFIT and

PROFIT BEFORE TAXATION

1,265,233

725,742

Tax on profit

7

310,000

208,300

PROFIT FOR THE FINANCIAL YEAR

955,233

517,442

PROFIT FOR THE YEAR

955,233

517,442

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

955,233

517,442

FIXED ASSETS

Tangible assets

9

17,490

12,562

Investments

10

319,843

319,843

337,333

332,405

CURRENT ASSETS

Debtors

11

3,050,666

2,059,057

Cash at bank

3,768,103

2,306,151

6,818,769

4,365,208

CREDITORS

Amounts falling due within one year

12

6,702,980

5,199,724

NET CURRENT ASSETS/(LIABILITIES)

115,789

(834,516

)

TOTAL ASSETS LESS CURRENT LIABILITIES

453,122

(502,111

)

CAPITAL AND RESERVES

Called up share capital

15

1,000

1,000

Retained earnings

16

452,122

(503,111

)

SHAREHOLDERS' FUNDS

453,122

(502,111

)

The financial statements were approved by the Board of Directors and authorised for issue on 2 July 2026 and were signed on its behalf by:

S Vetter - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1,000

979,447

980,447

Changes in equity

Dividends

-

(2,000,000

)

(2,000,000

)

Total comprehensive income

-

517,442

517,442

Balance at 31 December 2024

1,000

(503,111

)

(502,111

)

Changes in equity

Total comprehensive income

-

955,233

955,233

Balance at 31 December 2025

1,000

452,122

453,122

1.	STATUTORY INFORMATION

RIB UK&I 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.

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. The accounts are prepared in £ Sterling

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

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.

Turnover

The Company is a distributor of software products-revenue is generated mainly through subscriptions, licenses, maintenance and services. Revenue is recognized upon transfer of control of the promised software or service to the customers.

Software license revenue represents fees earned from granting customers licenses to use the software. It includes license revenue of perpetual and periodic license sales of software products and is recognized at a point in time when control is transferred to the client.

Maintenance includes annual fees as well as separate support and maintenance contracts. Revenue is recognized over time on a straight-line basis over the period of the contract.

Turnover is stated net of Value Added Tax and discounts.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

10% on cost

Computer equipment

-

25% on cost

Investments in subsidiaries

Investments in subsidiaries are stated at cost less any provision for impairment.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Pension costs and other post-retirement benefits

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

4.

TURNOVER

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

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

2025

2024

£

£

Sale of software

3,134,977

2,689,217

Service income

4,561,783

3,783,554

7,696,760

6,472,771

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

5,193,008

4,435,174

Europe

2,054,423

1,894,655

Rest of the world

449,329

142,942

7,696,760

6,472,771

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,779,158

2,406,524

Social security costs

365,509

296,057

Other pension costs

35,711

33,393

3,180,378

2,735,974

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

2025

2024

Sales and marketing

17

13

Product consultants and support

11

11

Administration

4

4

32

28

2025

2024

£

£

Directors' remuneration

481,994

509,094

Directors' long term incentive schemes

52,987

-

Directors' pension contributions to money purchase schemes

2,311

2,642

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

377,822

317,083

Pension contributions to money purchase schemes

1,321

1,321

6.	OPERATING PROFIT

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

2025

2024

£

£

Depreciation - owned assets

12,002

7,055

Loss on disposal of fixed assets

6

-

Auditors' remuneration

20,000

12,500

Foreign exchange differences

(74,212

)

144,452

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

310,000

208,300

Tax on profit

310,000

208,300

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

1,265,233

725,742

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

316,308

181,436

Effects of:

Capital allowances in excess of depreciation

(1,232

)

(266

)

Other adjustment

(5,076

)

27,130

Total tax charge

310,000

208,300

8.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

-

2,000,000

The dividend paid in the year ended 31 December 2024 was in excess of distributable profits of the company at that date and therefore considered not to be legal. As the year ended 31 December 2025 has been profitable and the company's has distributable profits the directors have not recalled the dividend.

9.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

1,406

23,793

25,199

Additions

-

13,760

13,760

Disposals

-

(3,176

)

(3,176

)

At 31 December 2025

1,406

34,377

35,783

DEPRECIATION

At 1 January 2025

1,403

11,234

12,637

Charge for year

-

12,002

12,002

Eliminated on disposal

-

(6,346

)

(6,346

)

At 31 December 2025

1,403

16,890

18,293

NET BOOK VALUE

At 31 December 2025

3

17,487

17,490

At 31 December 2024

3

12,559

12,562

10.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

319,843

NET BOOK VALUE

At 31 December 2025

319,843

At 31 December 2024

319,843

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

Computer Construction Software Limited

Registered office: Office 207, 1 Giltspur Street London EC1A 9DD

Nature of business: Non Trading

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

319,843

319,843

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,178,880

923,708

Amounts owed by group undertakings

203,499

2,578

Other debtors

14,609

9,500

Tax

30,816

-

Prepayments and accrued income

1,622,862

1,123,271

3,050,666

2,059,057

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 13)

4,688

4,688

Trade creditors

1,328

88,192

Amounts owed to group undertakings

1,110,704

1,432,024

Corporation tax

-

467,754

Social security and other taxes

106,019

161,906

VAT

568,632

76,669

Other creditors

9,991

8,938

Accruals and deferred income

4,901,618

2,959,553

6,702,980

5,199,724

13.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

4,688

4,688

14.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

16,155

40,640

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

£1

1,000

1,000

All the shares have the same rights to voting and receiving dividends.

16.

RESERVES

Retained

earnings

£

At 1 January 2025

(503,111

)

Profit for the year

955,233

At 31 December 2025

452,122

17.	ULTIMATE PARENT UNDERTAKING

Schneider Electric S.E ( Incorporated in France ) is regarded by the directors as being the company's ultimate parent company.

This company's immediate parent undertaking is RIB Software International Limited incorporated in Hong Kong.

18.	THE ULTIMATE CONTROLLING PARTY

Schneider Electric S.E ( Incorporated in France ) is regarded by the directors as being the company's ultimate controlling party.

The largest and smallest group financial statements that consolidates this company are as follows:

Largest group: Schneider Electric S.E, group accounts are available from Rueil-Malmaison, France.

Smallest group: RIB Software International Limited's group accounts are available to the public from Unit 3668, PCCW Tower, Taikoo Place 979 King's Road, Quarry Bay, Honk Kong, China.