ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Company Registration Number 02004015

	ASITE LIMITED

	FINANCIAL STATEMENTS

	30 JUNE 2025

ASITE LIMITED

COMPANY INFORMATION

Directors	R Tchenguiz
	N A Martin


Company secretary	S Gadhia


Registered number	02004015


Registered office	7th Floor Leconfield House
	Curzon Street
	London
	W1J 5JA


Independent auditor	Armstrong Watson Audit Limited
	Chartered Accountants & Statutory Auditor
	Third Floor
	10 South Parade
	Leeds
	LS1 5QS

ASITE LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 5
Directors' Report	6 - 8
Independent Auditor's Report	9 - 12
Consolidated Statement of Comprehensive Income	13
Consolidated Statement of Financial Position	14
Company Statement of Financial Position	15
Consolidated Statement of Changes in Equity	16
Company Statement of Changes in Equity	17
Consolidated Statement of Cash Flows	18
Consolidated Analysis of Net Debt	19
Notes to the Financial Statements	20 - 46

ASITE LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

Introduction

The Directors present their Strategic Report for the year ended 30 June 2025.

Principal activity

The principal activity of the Group is to provide a Software as a Service (SaaS) digital engineering platform to integrate supply chains for capital projects, infrastructure developments, and asset management.

Business review

Asite Limited continues to strengthen its position as a leading provider of digital engineering and supply chain collaboration solutions for the built environment. The Group remains committed to its vision of connecting people and helping the world to build better.

During the year, revenue increased by 25%, from £22,480,315 in 2024 to £28,090,488 in 2025. Annual Recurring Revenue grew 17%, from £23,502,000 in June 2024 to £27,590,116 in June 2025. This strong growth was driven by significant contract wins and the continued adoption of Asite’s Software as a Service (SaaS) platform across Asite’s global markets.

The Group generated an operating profit of £3,143,492 compared with an operating loss of £2,365,544 in the previous year. The year-on-year improvement in EBITDA, from £382,506 in 2024 to £5,935,329 in 2025, was primarily due to strong revenue growth and effective cost control measures. The company has strengthened materially during the year and has established a sustainable profitable operating platform.

Key performance indicators

The Group tracks several financial and operational KPIs to measure its performance:

• Turnover: £28,090,488 (2024: £22,480,315)
• EBITDA: £5,935,329 (2024: £382,506)
• EBITDA as % of turnover: 21.1% (2024: 1.7%)
• Average headcount: 424 employees (2024: 480 employees)
• Annual Recurring Revenue (ARR): £27,590,116 (2024: £23,502,000)

The positive EBITDA trend reflects continued improvements in operational efficiency and controlled spending, particularly in distribution and administrative expenses.

Page 1

ASITE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Current trading, market conditions and outlook

In FY26, the strong performance of the global construction sector is expected to drive further business growth.

The Group is experiencing continued strong revenue growth both in net new business and in increased uptake within existing customer accounts.

This growth, combined with continued focus on operational efficiency, is expected to deliver a strong EBITDA positive position for the Group in FY25. All Asite markets are now trading profitably.

Continued EBITDA growth and effective working capital management will further strengthen the balance sheet and cash reserves.

Overall, Asite’s financial position is robust and sustainable. The Group remains focused on:

• Expanding product offerings and enhancing its platform’s capabilities.
• Strengthening partnerships to drive adoption across the construction and infrastructure sectors.
• Exploring new market opportunities to further increase recurring revenue streams.

Principal risks and uncertainties

Asite Limited continuously assesses and mitigates risks that could impact its operations. Key risks include:

•Talent Retention: The ability to attract and retain key employees remains critical to the Group’s success. Competitive compensation and professional development initiatives are in place to mitigate this risk.

•Technology and Innovation: The Group invests heavily in R&D to stay ahead of industry trends and mitigate risks related to technology obsolescence.

•Regulatory and Compliance Risks: Compliance with data protection regulations and industry standards remains a top priority. The company has robust policies to address these areas.

Page 2

ASITE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Directors' statement of compliance with duty to promote the success of the Group

The Directors are aware of their duty under s.172 of the Companies Act 2006 to act in the way they would consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to:

– the likely consequences of its decisions in the long-term;
– the interests of the Group’s employees;
– the need to foster the Group’s business relationships with suppliers, customers and others;
– the impact of the Group’s operations on the community and the environment; and
– the desirability of the Group maintaining a reputation for high standards of business conduct.

Streamlined Energy and Carbon Reporting (SECR)

Page 3

ASITE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines.

We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2024 UK Government's Conversion Factors for Company Reporting.

Energy Intensity Ratio

The Group has selected tonnes of carbon dioxide equivalent per employee (tCO2e per employee) as its primary intensity metric. This metric has been chosen as the Group’s energy consumption and associated emissions arise principally from office-based activities and employee business travel, making headcount an appropriate indicator of operational scale.

For the reporting period, the Group recorded total Scope 1 and Scope 2 emissions of 17.5 tCO2e and an average of 65 employees during the year. This results in an emissions intensity ratio of: 0.27 tCO2e per employee

The Group considers this metric to provide a meaningful measure of carbon efficiency relative to workforce size and enables consistent year-on-year comparison as the business grows.

Energy Efficiency Actions and Outcomes

During the reporting period, the Group undertook a review of its cloud hosting environment and implemented data optimisation measures to reduce unnecessary data storage and processing volumes. This included agreeing the deletion of redundant customer data held in our cloud hosting and improvements to data retention controls.

The Group has also implemented data caps to the majority of new customer contracts to encourage our customers to only store data that is relevant to their use of the platform. We have already seen a reduction in the growth of data stored on the cloud as a result which is positive.

While cloud hosting emissions are not included within Scope 1 or Scope 2 under the Group’s operational control boundary, these actions are expected to contribute to reduced overall energy demand within the Group’s value chain.

Page 4

ASITE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Future developments

The Group continues to invest in the development of its OpenWage technology platform, a payroll and workforce payments solution designed to facilitate wage advances to employees. During the year, development activity remained paused following the loss of a key member of management involved in the commercialisation of the platform. Management currently expects development activities to recommence from January 2027, with a view to finalising the product and progressing commercial deployment.

The directors remain committed to the project and believe that the Openwage platform has the potential to provide an innovative complementary offering alongside the Group's existing software solutions. Forecasts prepared by management continue to support the expected generation of future economic benefits from the technology and underpin the carrying value of the related development asset recognised within intangible fixed assets.

Over the next 12 to 24 months, the Group's focus will be on completing the remaining development work, further validating the product's commercial proposition and evaluating opportunities to bring the platform to market. The directors will continue to monitor development progress, customer demand and the wider market environment to ensure that the Group's investment in the technology remains appropriate and delivers long-term value for stakeholders.

This report was approved by the board and signed on its behalf.

N A Martin

Director

Date: 24 July 2026

Page 5

ASITE LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2025

The Directors present their report and the financial statements for the year ended 30 June 2025.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements and then apply them consistently;

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

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.

Results and dividends

The profit for the year, after taxation, amounted to £6,047,510 (2024 - loss £2,929,156).

No dividends were paid in either the current or the prior period.

The Directors do not recommend the payment of a final dividend.

Directors

The Directors who served during the year were:

R Tchenguiz

N A Martin
N Doughty (resigned 3 June 2026)

Engagement with Stakeholders

Engaging with other stakeholders, including investors, regulators, and community groups, helps us align our strategies with broader expectations and regulatory requirements. Transparent communication and collaboration with these groups ensure that we can address their concerns and incorporate their insights into our business practices.

Page 6

ASITE LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Engagement with suppliers, customers and others

Management of our relationships with customers, suppliers and other stakeholders is a key priority of the business.

Customers
We engage collaboratively with our customers and their end-to-end experience is essential to our success. Utilising data insights is a core tenet of understanding our customers and our customer relationship management (CRM) system provides a single view of the customer. We regularly consult our customers to obtain feedback, and refine how we harness this to deliver an improved customer experience. In addition to dedicated account managers who support the interests of key customers, our Customer Success team liaises with customers to ensure they enjoy the best possible partnership with Asite and that any issues are addressed proactively.

Suppliers
Asite places a high value on its relationships with suppliers, including contractors and service providers. Working closely with both existing and new suppliers is crucial for maintaining efficiency across the Group. By establishing strong partnerships and utilizing adequate systems and infrastructure, we can streamline operations, reduce costs, and ensure a consistent supply of high-quality materials and services.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Going concern

The directors have assessed the Group's and Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

The Group reported a profit after taxation of £6.0 million for the year ended 30 June 2025 (2024: loss of £2.9 million), generated operating cash inflows of £8.7 million (2024: cash outflow of £0.5 million) and had cash balances of £2.5 million at the year end. At 30 June 2025, the Group had net assets of £10.0 million (2024: £4.3 million) and cash balances of £2.5 million (2024: £0.9 million). During the year, the Group also refinanced and repaid its previous Ashgrove borrowing facility. The Company had net assets of £5.6m (2024: £9.9m).

The directors have reviewed detailed forecasts and cash flow projections. The forecasts indicate that the Group and Company will have sufficient financial resources to meet their obligations as they fall due throughout the assessment period. Sensitivity analysis has also been performed against the forecast assumptions and the directors remain satisfied that adequate liquidity and headroom are maintained.

Accordingly, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing these financial statements.

Page 7

ASITE LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2025

Auditor

Under section 487(2) of the Companies Act 2006, Armstrong Watson Audit Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.

N A Martin

Director

Date: 24 July 2026

Page 8

ASITE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASITE LIMITED

Opinion

We have audited the financial statements of Asite Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 30 June 2025 and of the Group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 United Kingdom, including the Financial Reporting Council'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.

Emphasis of matter - prior period correction

We draw attention to Note 30 to the financial statements, which describes the correction of a material prior period error relating to the accounting treatment of expenditure incurred in connection with the development of the OpenWage Technology. As explained in the note, following a review of the underlying arrangements and beneficial ownership of the related intellectual property, management concluded that certain qualifying development expenditure should have been recognised as an internally generated intangible asset in accordance with FRS 102 Section 18. Accordingly, the comparative information has been restated and opening reserves adjusted.

Our opinion is not modified in respect of this matter.

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 or 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.

Page 9

ASITE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASITE LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 6, 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 is 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.

Page 10

ASITE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASITE LIMITED (CONTINUED)

Auditor's 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 an Auditor's Report 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

•We obtained an understanding of laws and regulations that affect the Company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation GDPR and occupational health and employment legislation.

•We enquired of the Directors, reviewed correspondence with HMRC and reviewed director's meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the Directors have in place to ensure compliance.

•We gained an understanding of the controls that the Directors have in place to prevent and detect fraud. We enquired of the Directors about any incidences of fraud that had taken place during the accounting period.

•The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition and management override of controls.

•We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.

•We enquired of the Directors about actual and potential litigation and claims.

•We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.

•In addressing the risk of fraud due to management override of internal controls we tested the approprriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.

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 Auditor's Report.

Page 11

ASITE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASITE LIMITED (CONTINUED)

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 an Auditor's Report 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.

Matthew Osbourne (Senior Statutory Auditor)

for and on behalf of

Armstrong Watson Audit Limited

Chartered Accountants

Statutory Auditor

Leeds

24 July 2026

Page 12

ASITE LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2025

	2025	Restated 2024
Note	£	£


Turnover	4	28,090,488	22,480,315
Cost of sales		(7,250,814)	(7,758,806)
Gross profit		20,839,674	14,721,509
Distribution costs		(7,312,596)	(7,767,983)
Administrative expenses	30	(9,272,711)	(8,212,430)
Other operating income	5	-	93,170
Exceptional items	6	(1,110,875)	(1,199,810)
Operating profit/(loss)	7	3,143,492	(2,365,544)
Interest receivable and similar income	11	2,496	3,612
Interest payable and similar expenses	12	(695,904)	(494,209)
Profit/(loss) before taxation		2,450,084	(2,856,141)
Tax on profit/(loss)	13	3,597,426	(73,015)
Profit/(loss) for the financial year		6,047,510	(2,929,156)


Exchange losses arising on translation on foreign operations	(298,689)	(176,596)
Other comprehensive income for the year	(298,689)	(176,596)
Total comprehensive income for the year	5,748,821	(3,105,752)

Profit/(loss) for the year attributable to:
Owners of the parent Company	6,047,510	(2,929,156)
	6,047,510	(2,929,156)

Total comprehensive income for the year attributable to:
Owners of the parent Company	5,748,821	(3,105,752)
	5,748,821	(3,105,752)

The notes on pages 20 to 46 form part of these financial statements.

Page 13

ASITE LIMITED

REGISTERED NUMBER: 02004015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

		2025		Restated 2024
Note		£		£

Fixed assets
Intangible assets	14,30		9,599,181		9,659,523
Tangible assets	15		335,034		383,561
			9,934,215		10,043,084
Current assets
Debtors: amounts falling due within one year	17,30	10,572,448		9,199,023
Debtors: amounts falling due after more than one year	17	2,619,773		-
Cash at bank and in hand	18	2,497,150		938,319
		15,689,371		10,137,342
Creditors: amounts falling due within one year	19	(15,594,261)		(9,968,048)
Net current assets			95,110		169,294
Total assets less current liabilities			10,029,325		10,212,378
Creditors: amounts falling due after more than one year	20		-		(5,931,874)
Provisions for liabilities
Net assets			10,029,325		4,280,504

Capital and reserves
Called up share capital	22	12,002,357	12,002,357
Foreign exchange reserve	23	(878,700)	(580,011)
Profit and loss account	23	(1,094,332)	(7,141,842)
		10,029,325	4,280,504

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N A Martin

Director

Date: 24 July 2026

The notes on pages 20 to 46 form part of these financial statements.

Page 14

ASITE LIMITED

REGISTERED NUMBER: 02004015

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Investments	16		65,194		65,194
			65,194		65,194
Current assets
Debtors: amounts falling due within one year	17	8,321,342		10,275,903
Cash at bank and in hand	18	22,183		137
		8,343,525		10,276,040
Creditors: amounts falling due within one year	19	(2,797,094)		(473,883)
Net current assets			5,546,431		9,802,157
Total assets less current liabilities			5,611,625		9,867,351


Net assets			5,611,625		9,867,351

Capital and reserves
Called up share capital	22		12,002,357		12,002,357
Profit and loss account brought forward		(2,135,006)		(1,452,333)
Loss for the year		(4,255,726)		(682,673)
Profit and loss account carried forward			(6,390,732)		(2,135,006)
			5,611,625		9,867,351

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N A Martin

Director

Date: 24 July 2026

The notes on pages 20 to 46 form part of these financial statements.

Page 15

ASITE LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 July 2023	12,002,357	(403,415)	(4,212,686)	7,386,256	7,386,256
Comprehensive income for the year
Restated loss for the year	-	-	(2,929,156)	(2,929,156)	(2,929,156)
Other comprehensive income	-	(176,596)	-	(176,596)	(176,596)
Total comprehensive income for the year	-	(176,596)	(2,929,156)	(3,105,752)	(3,105,752)

At 1 July 2024	12,002,357	(580,011)	(7,141,842)	4,280,504	4,280,504
Comprehensive income for the year
Profit for the year	-	-	6,047,510	6,047,510	6,047,510
Other comprehensive income	-	(298,689)	-	(298,689)	(298,689)
Total comprehensive income for the year	-	(298,689)	6,047,510	5,748,821	5,748,821
At 30 June 2025	12,002,357	(878,700)	(1,094,332)	10,029,325	10,029,325

The notes on pages 20 to 46 form part of these financial statements.

Page 16

ASITE LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2023	12,002,357	(1,452,333)	10,550,024
Comprehensive income for the year
Loss for the year	-	(682,673)	(682,673)

At 1 July 2024	12,002,357	(2,135,006)	9,867,351
Comprehensive income for the year
Loss for the year	-	(4,255,726)	(4,255,726)
At 30 June 2025	12,002,357	(6,390,732)	5,611,625

The notes on pages 20 to 46 form part of these financial statements.

Page 17

ASITE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2025

			2025	Restated 2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	6,047,510	(2,929,156)
Adjustments for:
Amortisation of intangible assets	2,681,072	2,569,569
Depreciation of tangible assets	110,765	178,481
Profit on disposal of intangible fixed assets	(32,760)	-
Loss on disposal of tangible fixed assets	-	495
Exchange adjustments on tangible fixed assets	36,146	-
Interest paid	695,904	494,209
Interest received	(2,496)	(3,612)
Taxation charge	(3,597,426)	73,015
(Increase)/decrease in debtors	(860,459)	394,701
Increase/(decrease) in creditors	3,497,525	(1,136,936)
Corporation tax received	393,374	59,628
Movement of foreign exchange reserve	(298,689)	(176,596)
Net cash generated from operating activities	8,670,466	(476,202)

Cash flows from investing activities
Purchase of intangible fixed assets	(2,719,009)	(3,705,446)
Sale of intangible fixed assets	131,040	-
Purchase of tangible fixed assets	(98,384)	(9,726)
Sale of tangible fixed assets	-	(495)
Interest received	2,496	3,612
Net cash from investing activities	(2,683,857)	(3,712,055)
Cash flows from financing activities
New secured loans	-	5,931,874
Repayment of loans	(5,931,874)	(1,754,507)
Other new loans	2,200,000	-
Interest paid	(695,904)	(380,928)
Net cash used in financing activities	(4,427,778)	3,796,439
Net increase/(decrease) in cash and cash equivalents	1,558,831	(391,818)
Cash and cash equivalents at beginning of year	938,319	1,330,137
Cash and cash equivalents at the end of year	2,497,150	938,319

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,497,150	938,319

The notes on pages 20 to 46 form part of these financial statements.

Page 18

ASITE LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 JUNE 2025


At 1 July 2024	Cash flows	At 30 June 2025
£	£	£

Cash at bank and in hand	938,319	1,558,831	2,497,150
Debt due after 1 year	(5,931,874)	5,931,874	-
Debt due within 1 year	-	(2,200,000)	(2,200,000)
	(4,993,555)	5,290,705	297,150

The notes on pages 20 to 46 form part of these financial statements.

Page 19

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1.	General information

Asite Limited (the "Company") is a company limited by shares, incorporated and domiciled in the UK. The address of its registered office is 7th Floor Leconfield House, Curzon Street, London, England, W1J 5JA. The registered number of the Company is 02004015.

The principal activity of the Company is that of a holding company.

The principal activity of the Group is to provide a Software as a Service (SaaS) digital engineering platform to integrate supply chains for capital projects, infrastructure developments, and asset management.

The accounting policies set out below have, unless otherwise stated, been applied consistently in these financial statements.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 July 2022.

Page 20

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on the going concern basis.

In assessing the appropriateness of the going concern basis, the directors have considered the Group's and Company's financial position, current trading performance, available financing facilities and detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. The forecasts have been prepared using management's latest expectations of trading performance and include assumptions regarding revenue growth, customer retention, operating costs and working capital requirements.

For the year ended 30 June 2025, the Group generated a profit after taxation of £6.0 million (2024: loss of £2.9 million), reported operating profit of £3.1 million (2024: operating loss of £2.4 million), and generated cash from operating activities of £8.7 million (2024: cash outflow of £0.5 million). At 30 June 2025, the Group had net assets of £10.0 million (2024: £4.3 million) and cash balances of £2.5 million (2024: £0.9 million). The Company had net assets of £5.6 million (2024: £9.9 million).

During the year, the Group repaid the Ashgrove funding facility and replaced it with a £3.5 million loan facility provided by R20 Advisory Limited. At 30 June 2025, £2.2 million of this facility was repayable within one year. Following the year end, the directors have continued to monitor liquidity, covenant compliance and financing arrangements and have considered the repayment profile of the Group's borrowings in preparing their forecasts.

The directors have performed downside sensitivity analyses against the base case forecast. Under these scenarios, the Group continues to maintain adequate liquidity and sufficient headroom to meet its obligations as they fall due throughout the assessment period.

The Group operates a predominantly recurring revenue Software-as-a-Service business model, with a significant proportion of revenues arising from long-term customer relationships and contracted recurring subscriptions. The directors believe this provides a strong degree of visibility over future revenues and cash flows.

Having reviewed the forecasts, available cash resources, financing arrangements and the results of the sensitivity analysis, the directors have concluded that the Group and Company have adequate resources to continue in operational existence for the foreseeable future and for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

Page 21

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer (i.e., when the Group delivers its performance obligation under the contract) at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

The Group typically enters into multi-element arrangements which include software licence fees, consultancy and training services. Revenue is allocated to the elements of the arrangement based upon the fair value of each element.

The Group sells a licence for access to its products which are hosted from the Group’s dedicated servers. The license fees grant access to web space for the duration of the customer’s project and include maintenance and support. The revenue for the licence is recognised on an accruals basis to match the period of use by the customer until the end of the contract. The unrecognised element is included within deferred income and the amount recognised prior to billing is included within accrued income.

Training revenue relates to customer training to use the product. Consultancy revenue relates to the initial tailoring of the product to match the needs of the project and on-going consultancy work provided to the customer post implementation. Revenue is recognised on the consulting and training fees based on fixed daily rates as the service is provided. The fixed daily rates are predetermined at the contract signing date.

2.6

Operating leases: the Group as lessee

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

Page 22

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which is considered to be 5 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan 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 in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 23

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 24

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.13

Intangible assets (continued)

The estimated useful lives range as follows:

Website	-	5	years
Internally generated software development costs	-	5	years
Distribution licences	-	5	years
Software licences	-	5	years
Goodwill	-	4	years

2.14

Tangible fixed assets

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

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	3 years straight line
Plant and machinery	-	3 years straight line
Fixtures and fittings	-	3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 25

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.16

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.

In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

2.17

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.

2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.19

Creditors

Short-term 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.

2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

Page 26

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the

Page 27

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.21

Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 28

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the Group’s consolidated financial statements require management to make judgements, estimates and assumption that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The Directors consider the key accounting estimates to be valuation and capitalisation of development costs, residual values of intangible fixed assets and provision for trade debtors.

At the start of an internally developed project management assess if it will generate probable future economic benefits and meet the criteria for the costs to be capitalised. Once management conclude it meets the criteria they then use their judgement to assess the allocation of costs that specifically relate to the project.

The residual values of intangible fixed assets are reviewed on an ongoing basis by the directors.

Provisions for trade debtors are reviewed by the Directors on an ongoing basis who use their specific industry knowledge and experience to ensure the correct judgements.

Capitalisation of development costs relating to the OpenWage Technology

Management has exercised significant judgement in determining whether expenditure incurred in relation to the development of the OpenWage Technology meets the recognition criteria for an internally generated intangible asset under Section 18 of FRS 102. The key judgement relates to identifying the point at which the project moved from the research phase to the development phase and whether the criteria for capitalisation were satisfied.

In making this assessment, management considered the technical feasibility of completing the technology, its intention and ability to complete and commercialise the product, the existence of probable future economic benefits, the availability of adequate technical and financial resources to complete development, and the ability to reliably measure costs directly attributable to the project. Based on this assessment, management concluded that the OpenWage Technology met the development-phase recognition criteria from the date beneficial ownership transferred to the Company and that qualifying development expenditure should be capitalised as an intangible asset.

Management undertook a detailed review of approximately £2.4 million of expenditure incurred in relation to the technology and determined that £1.6 million represented directly attributable development costs that met the requirements for capitalisation. The remaining expenditure, primarily comprising sales and marketing costs and general overheads, did not qualify for recognition as part of the cost of the intangible asset and was expensed as incurred.

Page 29

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

3.Judgements in applying accounting policies (continued)

In addition, judgement was required in assessing whether any indicators of impairment existed at the reporting date. While development activities were temporarily paused during the year, management concluded that the recoverable amount of the asset exceeded its carrying value based on forecast future cash flows from the technology and therefore no impairment provision was required. As the technology was not yet available for use at the reporting date, no amortisation has been recognised.

The carrying value of the capitalised development asset at 30 June 2025 was £1.6 million. Changes to the assumptions underpinning the assessment of capitalisation criteria, future commercial viability, forecast cash flows or impairment could result in a material adjustment to the carrying amount of the intangible asset in future periods.

Recoverability of deferred tax asset

The Group/Company recognises deferred tax assets in respect of tax losses and other deductible temporary differences to the extent that it is considered probable that future taxable profits will be available against which the assets can be utilised.

The assessment of recoverability requires significant management judgement and estimation regarding the timing and level of future taxable profits, the reversal of existing taxable temporary differences, and the availability of tax planning opportunities. These forecasts are based on approved business plans and budgets, which incorporate assumptions relating to future revenue growth, profitability, market conditions and taxation legislation.

Software licence fees	25,542,132	21,147,184
Software development consultancy	2,436,850	917,991
Training services	111,506	415,140
	28,090,488	22,480,315

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom and Europe	19,067,517	15,834,808
Rest of world	9,022,971	6,645,507
	28,090,488	22,480,315

Page 30

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

5.	Other operating income
		2025	2024
		£	£

Other operating income	-	93,170
	-	93,170

6.	Exceptional items
		2025	2024
		£	£


Refinancing costs	1,110,875	1,014,492
Other costs	-	185,318
	1,110,875	1,199,810

During the prior year, the Group incurred one off advisory fees to negotiate a new term loan facility of £15 million, which was concluded in February 2024.

During the current year, the Group incurred an upfront fee in relation to a loan received from R20 Advisory Limited.

During the current year, Asite Solutions Limited incurred refinancing fees in relation to the Ashgrove facility, which was repaid in full in the year.

The Group presents items of income and expenditure as exceptional where their size, nature or
incidence is such that separate presentation is helpful to understanding the Group's performance.

	Exchange differences	141,554	(18,774)
	Other operating lease rentals	1,418,888	1,469,000

Page 31

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements	34,300	32,300
Fees payable to the Company's auditor and its associates in respect of:
The preparation of accounts of the Company and its subsidiaries	11,200	10,200
Taxation compliance services	9,700	7,000

9.	Employees
	Staff costs were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	10,218,805	10,826,020
Social security costs	780,583	795,526
Cost of defined contribution scheme	400,043	414,160
	11,399,431	12,035,706

The average monthly number of employees, including the Directors, during the year was as follows:

	2025	2024
	No.	No.

Executive staff	9	11
Professional services	45	50
Sales and account managers	28	33
Technical	334	372
Finance and administration	8	14

	424	480

The Company has no employees other than the Directors, who did not receive any remuneration (2024 - £NIL)

Page 32

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

10.	Directors' remuneration
		2025	Restated 2024
		£	£

Directors' emoluments	517,903	519,058
Group contributions to defined contribution pension schemes	6,720	6,720
	524,623	525,778

Management has reassessed the individuals included within this disclosure note to improve clarity in the year. Accordingly, the comparative information has been restated.

During the year retirement benefits were accruing to 2 Directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid directors emoluments is as follows:

					2025	2024
					£	£


Remuneration	293,903	295,395
Employer pension contributions	-	-
	293,903	295,395

11.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	2,496	3,612
		2,496	3,612

12.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	695,904	494,209
		695,904	494,209

Page 33

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Current tax on profits for the year	(995,642)	67,570
	(995,642)	67,570

Total current tax	(995,642)	67,570

Deferred tax
Origination and reversal of timing differences	(2,601,784)	5,445
Total deferred tax	(2,601,784)	5,445


	Tax on profit/(loss)	(3,597,426)	73,015

Profit/(loss) on ordinary activities before tax

2,450,084

(2,856,141)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	612,521	(714,035)
Effects of:
Losses not recognised	-	562,684
Utilisation of losses	-	(76,708)
Expenses not deductible	236,239	301,074
Adjustments to tax charge in respect of prior periods	127,667	-
Non-taxable income	72,784	-
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(1,295,921)	-
Changes in deferred tax leading to an increase (decrease) in the tax charge	(3,350,716)	-
Total tax charge for the year	(3,597,426)	73,015

Factors that may affect future tax charges

There are no known factors at the current time that may materially impact future tax charges.

Page 34

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

14.	Intangible assets
	Group

	Website	Software development costs	Software licences	Distribution licences	Goodwill	Total
	£	£	£	£	£	£
Cost
At 1 July 2024	137,530	15,906,227	234,988	131,040	500,000	16,909,785
Additions	-	2,719,009	-	-	-	2,719,009
Disposals	-	-	-	(131,040)	-	(131,040)
At 30 June 2025	137,530	18,625,236	234,988	-	500,000	19,497,754
Amortisation
At 1 July 2024	84,778	6,882,330	122,498	26,208	134,448	7,250,262
Charge for the year on owned assets	27,507	2,478,465	46,898	6,552	121,650	2,681,072
On disposals	-	-	-	(32,760)	-	(32,760)
At 30 June 2025	112,285	9,360,795	169,396	-	256,098	9,898,574
Net book value
At 30 June 2025	25,245	9,264,441	65,592	-	243,902	9,599,180
At 30 June 2024	52,752	9,023,897	112,490	104,832	365,552	9,659,523

Page 35

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

15.	Tangible fixed assets
	Group

	Short-term leasehold property	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£
Cost or valuation
At 1 July 2024	45,690	1,194,867	240,133	1,480,690
Additions	-	98,144	240	98,384
Exchange adjustments	-	(96,415)	-	(96,415)
At 30 June 2025	45,690	1,196,596	240,373	1,482,659
Depreciation
At 1 July 2024	45,690	897,051	154,388	1,097,129
Charge for the year on owned assets	-	108,994	1,771	110,765
Exchange adjustments	-	(60,269)	-	(60,269)
At 30 June 2025	45,690	945,776	156,159	1,147,625
Net book value
At 30 June 2025	-	250,820	84,214	335,034
At 30 June 2024	-	297,816	85,745	383,561

Page 36

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2024	65,194
	At 30 June 2025	65,194

The company also holds an investment in an associate (Openwage Limited), which is held at nil net book value in the financial statements.

One of the subsidiary companies, Asite 3D Repo Limited (company number 14772861) takes an audit exemption by virtue of S479A guarnantee given by this company.

17.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year	Note
Deferred tax asset	21	2,619,773	-	-	-
		2,619,773	-	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Trade debtors	6,375,271	6,433,379	-	-
Amounts owed by group undertakings	-	-	6,883,282	8,838,294
Other debtors	1,500,970	294,919	17,324	1,435,653
Prepayments and accrued income	1,280,994	1,048,295	5,523	450
Rights issue debtor	1,414,210	1,407,555	1,414,210	-
Deferred taxation	1,003	14,875	1,003	1,506
	10,572,448	9,199,023	8,321,342	10,275,903

During the period, the parent company wrote off debtor balances due from group companies, 3D Repo Limited and Asite Solutions BV, following a reassessment of their recoverability. The write-off was recognised within administrative expenses in the profit and loss account.

Page 37

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	2,497,150	938,319	22,183	137
	2,497,150	938,319	22,183	137

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	1,206,377	2,020,458	28,942	428,746
Corporation tax	-	71,312	-	-
Other taxation and social security	1,167,751	415,511	-	-
Other creditors	539,937	453,440	-	-
Accruals and deferred income	10,480,196	7,007,327	568,152	45,137
Other loans	2,200,000	-	2,200,000	-
	15,594,261	9,968,048	2,797,094	473,883

The balance of 'Other loans' relates to a £3.5 million loan received from R20 Advisory Limited, which was received in April 2025.

During the year, the Company entered into a loan agreement with its parent undertaking for a principal amount of £3.5 million. The loan bears interest at a fixed rate of 9.0% per annum plus the prevailing Bank of England base rate.

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Other loans	-	5,931,874
	-	5,931,874

During the year, the Ashgrove facility was repaid in full by Asite Solutions Limited. This was facilitated by a £3.5 million loan from R20 Advisory Limited to Asite Limited, the Company's parent.

Page 38

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

21.	Deferred taxation
	Group

		2025
		£

	At beginning of year	14,875
	Charged to the profit or loss	2,605,901
	At end of year	2,620,776

Company

		2025
		£

	At beginning of year	1,506
	Charged to the profit or loss	(503)
	At end of year	1,003

The deferred tax asset is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£	£	£	£

Accelerated capital allowances	21,305	14,875	1,003	1,506
Fixed asset timing differences	(840,521)	-	-	-
Short term timing differences	14,947	-	-	-
Losses and other deductions	3,425,045	-	-	-
	2,620,776	14,875	1,003	1,506

Page 39

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

9,584,313 (2024 - 9,584,313) Deferred ordinary shares of £0.0099 each	94,885	94,885
32,373,276 (2024 - 32,373,276) Ordinary shares of £0.0100 each	323,733	323,733
8,458,501 (2024 - 8,458,501) Deferred ordinary B shares of £0.0099 each	83,739	83,739
115,000,000 (2024 - 115,000,000) New ordinary shares shares of £0.1000 each	11,500,000	11,500,000

	12,002,357	12,002,357

23.

Reserves

Share premium account

Share premium is the amount received by the Company over and above the face value of its shares.

Foreign exchange reserve

Accumulated gain/losses arising on retranslating the net assets and performance of overseas operations into the presentational currency.

Profit and loss account

This reserve represents the accumulated distributable profits.

Page 40

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

24.	Share-based payments
	Enterprise Management Incentive Scheme (EMI) Scheme details and movements Under the Group’s Enterprise Management Incentive Scheme (EMI), share options are granted to executive directors and selected employees. The exercise price of granted options is 1p per ordinary share. Options are exercisable on disposal or flotation of the Company or upon board approval. There is a ten year option exercise period from the grant dates of 2018. The Group has no legal or constructive obligation to repurchase or settle the options in cash. In calculating the fair value of these options no other market related performance conditions have been used. The fair value of the share based payment expense was £NIL (2024: £NIL) as this was deemed by management to be immaterial.
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	1	2,200,000	1	2,300,000
Expired during the year	1	(200,000)	1	(100,000)
Outstanding at the end of the year		2,000,000	1	2,200,000

2025

2024

	Equity-settled schemes	2,000,000	2,200,000
		2,000,000	2,200,000

The expected weighted average remaining life of the share options at the reporting date are 3 years (2024: 4 years).

The option pricing model used was the Black-Scholes model.

In line with section 26 of FRS 102 and for the purpose of estimating the charge for share based payments, the following assumptions were used in valuing the 2018 share options awarded under the Black-Scholes option pricing model:

∙ Share price at grant of £0.01

∙ Exercise price, under the option contracts of £0.01 per share

∙ 10 year option exercise period

∙ An expected share price volatility of 70% based on the average volatility of the FTSE techMARK

listed companies and the likelihood of a disposal of the Company in the next ten years

∙ An expected dividend yield of £Nil

∙ A risk free interest rate of 4.5% based on the implied yield on zero coupon government bonds

25.	Capital commitments and contingent liabilities

The Group had no capital commitments or contingent liabilities at the balance sheet date.

Page 41

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

26.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £400,043 (2024: £414,160). Contributions totalling £79,299 (2024: £29,198) were payable to the fund at the reporting date and are included in creditors.

27.	Commitments under operating leases
	At 30 June 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	326,561	130,053
Later than 1 year and not later than 5 years	101,800	366,018
	428,361	496,071

The Group's operating leases are cancellable by either party with notice periods of one month and three months. Accordingly, the future minimum lease payments disclosed represent only the non-cancellable periods of one month and three months.

Page 42

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

28.

Related party transactions

Group

In the year, in Asite Solutions Limited, sales of £21,600 (2024: £18,000) were made to R20 Advisory Limited, a company with common directors and shareholders, in relation to software services. At the year end, a balance of £1,800 (2024: £1,800) is included within trade debtors.

In the year, in Asite Solutions Limited, expenditure of £1,014,047 (2024: £596,007) was incurred from R20 Advisory Limited, a company with common directors and shareholders, in relation to legal fees and rent. At the year end, a balance of £30,465 (2024: £63,555) is included within trade creditors.

Asite Limited was lent £3.5 million from R20 Advisory Limited, a company with common directors and shareholders, on a short-term basis in order to fund repayment of the loan between Asite Solutions Limited and Ashgrove Capital LLP.

In the year, in Asite Solutions Limited, expenditure of £599,700 (2024: £295,396) was incurred from MLV Estates & Management Limited, a company with common directors and shareholders, in relation to rent. At the year end, there were no balances outstanding (2024: £nil).

Company

At the reporting date amounts of £35,480 (2024: £35,480) were due from Asite Solutions Private Limited, a subsidiary company. The amounts are interest free and repayable on demand.

At the reporting date amounts of £9,573,676 (2024: £7,933,674) were due from Asite Solutions Limited, a subsidiary company. The amounts are interest free and repayable on demand.

At the reporting date amounts of £13,500 (2024: £13,500) were due from Openwage Limited, an associate company. The amounts are interest free and repayable on demand.

At the reporting date amounts of £1,414,210 (2024: £1,407,555) were due from Victor and Violet Limited, a shareholder of the Group and a company with common shareholders and directors.

The Company has taken advantage of the exemption contained in section 33 of FRS 102 from disclosing transactions with entities where 100% of the voting rights controlled within the Group.

29.	Post balance sheet events

Subsequent to the reporting date, the outstanding balance due from R20 Advisory Limited of £2.2 million was repaid in full.

On 23 June 2025, the Group entered into a new £5.0 million revolving credit facility with Barclays Bank PLC, which began drawing down in July 2025. The facility replaces the Group's previous financing arrangements and provides additional financial flexibility to support ongoing operations and future growth.

On 3 November 2025, the Group incorporated Asite Secure Limited, a wholly owned subsidiary. The company has remained dormant since incorporation and has not undertaken any trading activity.

Page 43

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

30.	Prior period error

During the year, the directors identified an error in the accounting treatment applied to expenditure incurred in relation to the development of the OpenWage Technology. Historically, such expenditure had been recognised within amounts owed by group undertakings/other debtors on the basis that the costs were being funded on behalf of OpenWage Limited. Following a review of the underlying arrangements and beneficial ownership of the related intellectual property, management concluded that the Company controlled the underlying technology and that qualifying development expenditure should instead have been recognised as an internally generated intangible asset in accordance with FRS 102 Section 18. The previous treatment therefore represented a material prior period error.

The error has been corrected by retrospectively restating the comparative information. Expenditure of £1.624m incurred up to 1 July 2023 that met the criteria for capitalisation has been recognised as an intangible asset. The remaining £0.712m of expenditure incurred up to that date did not meet the conditions for capitalisation and has been recognised through retained earnings. An additional £0.086m of expenditure incurred during the year ended 30 June 2024 has been recognised as an operating expense.

No amortisation has been recognised in respect of the capitalised development costs because the OpenWage Technology was not available for use as at 30 June 2025. Management has also assessed the asset for indicators of impairment and concluded that no impairment charge is required.

31.	Controlling party

The Directors do not consider an ultimate controlling party to exist on the basis the Group is owned by a number of private shareholders and companies, none of which have a controlling holding.

Page 44

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025


32.	Subsidiary undertakings
	Direct subsidiary undertakings
	The following were direct subsidiary undertakings of the Company:
	Name	Registered office	Class of shares	Holding

	Asite 3D Repo Limited	7th Floor Leconfield House, Curzon Street, London, W1J 5JA	Ordinary	100%
	Asite Management Services Limited	7th Floor Leconfield House, Curzon Street, London, W1J 5JA	Ordinary	100%

Asite 3D Repo Limited claimed audit exemption in accordance with S479A of the Companies Act 2006 for the period / year ended 30 June 2025.

The aggregate of the share capital and reserves as at 30 June 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/ (Loss)
	£	£

	Asite 3D Repo Limited	(2,625,367)	(1,307,603)
	Asite Management Services Limited	1	-

Page 45

ASITE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

32.Subsidiary undertakings (continued)

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Asite Solutions Limited	7th Floor Leconfield House, Curzon Street, London, W1J 5JA	Ordinary	99%
Asite Solutions Private Limited	A4, Shivalik Business Centre, Bh. Rajpath Club, Bodakdev, Ahmedabad 380015, Gujarat, India	Ordinary	99.7%
Asite LLC	1725 Hughes Landing, Suite 11, The Woodlands, Texas, 77 380	Ordinary	100%
Asite Solutions PTY Ltd	1 Sussex Street, Sydney, NSW 2000	Ordinary	100%
Asite Solutions HK Limited	21/F, 14 Taikoo Wan Rd, Cityplaza Phase 3, Taikoo Shing, Hong Kong	Ordinary	100%
Asite Solutions DMCC	Office: 1506, Saba Tower 1, Jumeirah Lakes Towers, Dubai	Ordinary	100%
Saudi Asite Company for communications and Info Technology	3141 Anas Ibn Malik - Al Malqa Dist, Unit 4608, Riyadh 13521-8292, KSA	Ordinary	100%
Asite Solutions BV	Weteringschans 165,1017 XD Amsterdam,Netherlands	Ordinary	100%

The aggregate of the share capital and reserves as at 30 June 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/ (Loss)
	£	£

Asite Solutions Limited	694,638	7,598,782
Asite Solutions Private Limited	3,232,714	328,033
Asite LLC	(36,656)	101,858
Asite Solutions PTY Ltd	105,929	19,806
Asite Solutions HK Limited	81,006	42,524
Asite Solutions DMCC	213,373	86,874
Saudi Asite Company for communications and Info Technology	33,363	11,565
Asite Solutions BV	(680,987)	(88,848)

Page 46