REGISTERED NUMBER: 10096592 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

EXA Group Uk Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mrs S E Lawrence

MR Y Talebi

REGISTERED OFFICE:

Private Office 1.07, Uncommon Building

34-37 Liverpool Street

London

EC2M 7PP

REGISTERED NUMBER:

10096592 (England and Wales)

AUDITORS:

Nordens Audit Limited

The Retreat

406 Roding Lane South

Woodford Green

Essex

IG8 8EY

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

REVIEW OF BUSINESS

The year ended 31 December 2025 represented a significant improvement in the Company's financial performance. Turnover was £15.1 million (2024: £22.5 million). Although revenue reduced, gross profit increased to £6.3 million (2024: £3.3 million) reflecting improved contract performance, project delivery and cost management. The Company reported operating profit of £1.23 million compared with an operating loss of £0.73 million in 2024. Profit after taxation was £1.12 million and shareholders' funds increased to £2.50 million. Cash balances remained strong at £2.35 million and net current assets increased to £2.49 million:

Revenue: £15.1m (2024: £22.5m)

Gross Profit: £6.3m (2024: £3.3m)

Operating Profit/(Loss): £1.23m (2024: £(0.73)m)

Cash at Bank: £2.35m (2024: £3.13m)

Net Assets: £2.50m (2024: £1.38m)

The directors remain cautiously optimistic regarding future prospects. The strengthened balance sheet and improved profitability provide a solid platform for sustainable growth. The Company will continue to focus on profitable project delivery, operational efficiency and maintaining strong customer and supplier relationships.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive pressure in the company’s core markets is a constant risk that could result in the company losing sales to key competitors and margins being eroded. This risk is managed by working closely with customers to provide high quality projects, timely delivery and advanced solutions.

OPERATING RISKS

The main operational risks to which the company is exposed are grouped as:

- Risk associated with procurement. Unsuccessful or late deliveries from suppliers will end-up having a significant effect on the productivity. The company minimizes this risk via carefully selecting its suppliers, with a keen eye on quality product and reliability and with the aim of building solid relationships. In addition, detailed planning and set objectives are proving to be a successful guide through this.

ON BEHALF OF THE BOARD:

Mrs S E Lawrence - Director

24 August 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

Mrs S E Lawrence

MR Y Talebi

DONATIONS AND EXPENDITURE

During the year, the company made donations of £1,000 to Lighthouse Club

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

Mrs S E Lawrence - Director

24 August 2026

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the 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 Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and

non-compliance with laws and regulations) comprised of: inquiries of management and those charged with

governance as to whether the entity complies with such laws and regulations: enquiries with the same concerning any actual

or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes: testing the

appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the

reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which

may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including

fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the

nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently

more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that

material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs

(UK).

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.

Lorraine Curtis (Senior Statutory Auditor)

for and on behalf of Nordens Audit Limited

The Retreat

406 Roding Lane South

Woodford Green

Essex

IG8 8EY

24 August 2026

TURNOVER

15,097,826

22,462,709

Cost of sales

8,773,985

19,117,158

GROSS PROFIT

6,323,841

3,345,551

Directors' Remuneration

65,364

10,670

Administrative expenses

5,045,195

4,068,613

5,110,559

4,079,283

1,213,282

(733,732

)

Other operating income

12,221

-

OPERATING PROFIT/(LOSS)

4

1,225,503

(733,732

)

Interest receivable and similar income

51,307

-

PROFIT/(LOSS) BEFORE TAXATION

1,276,810

(733,732

)

Tax on profit/(loss)

5

155,017

3,181

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

1,121,793

(736,913

)

PROFIT/(LOSS) FOR THE YEAR

1,121,793

(736,913

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,121,793

(736,913

)

FIXED ASSETS

Tangible assets

6

10,968

14,193

CURRENT ASSETS

Debtors

7

5,925,803

9,090,963

Cash at bank

2,348,789

3,134,821

8,274,592

12,225,784

CREDITORS

Amounts falling due within one year

8

5,783,161

10,859,371

NET CURRENT ASSETS

2,491,431

1,366,413

TOTAL ASSETS LESS CURRENT LIABILITIES

2,502,399

1,380,606

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

11

2,502,299

1,380,506

SHAREHOLDERS' FUNDS

2,502,399

1,380,606

The financial statements were approved by the Board of Directors and authorised for issue on 24 August 2026 and were signed on its behalf by:

Mrs S E Lawrence - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

2,117,419

2,117,519

Changes in equity

Total comprehensive income

-

(736,913

)

(736,913

)

Balance at 31 December 2024

100

1,380,506

1,380,606

Changes in equity

Total comprehensive income

-

1,121,793

1,121,793

Balance at 31 December 2025

100

2,502,299

2,502,399

Cash flows from operating activities

Cash generated from operations

1

(1,002,179

)

(2,234,942

)

Corporation Tax Refund Received

164,840

(394,519

)

Net cash from operating activities

(837,339

)

(2,629,461

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(3,211

)

Interest received

51,307

-

Net cash from investing activities

51,307

(3,211

)

Decrease in cash and cash equivalents

(786,032

)

(2,632,672

)

Cash and cash equivalents at beginning of year

2

3,134,821

5,767,493

Cash and cash equivalents at end of year

2

2,348,789

3,134,821

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

2025

2024

£

£

Profit/(loss) before taxation

1,276,810

(733,732

)

Depreciation charges

3,225

3,225

Decrease in related party balances

(3,554,721

)

808,148

Finance income

(51,307

)

-

(2,325,993

)

77,641

Decrease/(increase) in trade and other debtors

5,913,934

(891,547

)

Decrease in trade and other creditors

(4,590,120

)

(1,421,036

)

Cash generated from operations

(1,002,179

)

(2,234,942

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

2,348,789

3,134,821

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,134,821

5,767,493

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

3,134,821

(786,032

)

2,348,789

3,134,821

(786,032

)

2,348,789

Total

3,134,821

(786,032

)

2,348,789

1.	STATUTORY INFORMATION

EXA Group Uk Ltd 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.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Significant judgements and estimates

Revenue Recognition

Revenue is recognised on construction and engineering contracts using the percentage of completion method, measured by reference to costs incurred as a percentage of total estimated contract costs.

The application of this method requires management to exercise judgement in determining:

" the stage of completion of individual contracts;

" estimated costs to complete contracts;

" expected contract revenues, including the assessment of variations and claims;

" the recoverability of contract balances; and

" whether contracts are expected to be profitable throughout their duration.

Management reviews project performance, forecasts and estimated costs regularly. Adjustments arising from revisions to estimates are recognised in the period in which they become known.

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.

The principal sources of estimation uncertainty at the reporting date are:

Long-Term Contract Profitability

Revenue and profit recognised on long-term contracts are based on management's assessment of the forecast outcome of each project. Estimates include expected contract costs, subcontractor costs, labour costs and other expenses required to complete contracts.

Changes in these estimates may result in material adjustments to revenue and profit recognised in future reporting periods.

Recoverability of Contract and Trade Receivables

Management assesses the recoverability of contract balances, trade receivables and amounts due from group undertakings at each reporting date. This assessment takes account of customer creditworthiness, contractual arrangements and historical collection experience.

A change in assumptions regarding recoverability could result in additional impairment charges being recognised.

Contract Assets and Contract Liabilities

Contract Assets

Contract assets represent the Company's right to consideration for work completed on contracts where revenue recognised exceeds amounts invoiced to customers.

Contract assets are recognised when performance obligations have been satisfied but billing milestones have not yet been reached.

Contract assets are transferred to trade receivables when the Company's right to consideration becomes unconditional.

At 31 December 2025, contract assets included within accrued income and work performed not yet invoiced amounted to £1,195,563.29 (2024: £3,100,507.01).

Contract Liabilities

Contract liabilities represent amounts invoiced to customers in advance of the related performance obligations being satisfied.

Revenue is recognised as the Company fulfils its contractual obligations to customers.

At 31 December 2025, contract liabilities included within accruals and deferred income amounted to £0.00 (2024: £1,343,018.30).

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Tangible fixed assets

Equipment - 20% straight line

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.

Hire purchase and leasing commitments

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

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.

Construction contracts

Where the outcome of construction contracts can be reliably estimated, contract revenue and contract costs are recognised by reference to the stage of completion of the contract activity as at the period end.

Where the outcome of construction contracts cannot be estimated reliably, revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable, and contract costs are recognised as an expense in the period in which they are incurred.

The entity uses the percentage of completion method to determine the amounts to be recognised in the period. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract. Costs incurred for work performed to date do not include costs relating to future activity, such as for materials or prepayments.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

607,362

777,554

Social security costs

64,614

51,970

Other pension costs

16,285

13,716

688,261

843,240

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

2025

2024

Average number of employees

8

9

2025

2024

£

£

Directors' remuneration

65,364

10,670

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

114,217

171,007

Depreciation - owned assets

3,225

3,225

Auditors' remuneration

15,000

15,000

Foreign exchange differences

(7,068

)

31,236

5.

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

155,569

-

Deferred tax

(552

)

3,181

Tax on profit/(loss)

155,017

3,181

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/(loss) before tax

1,276,810

(733,732

)

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

319,203

(183,433

)

Effects of:

Expenses not deductible for tax purposes

1,782

8,472

Capital allowances in excess of depreciation

(25

)

(833

)

Adjustment to tax charge in respect of previous periods

(166,495

)

178,975

Deferred tax

552

-

Total tax charge

155,017

3,181

6.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 January 2025

and 31 December 2025

14,349

15,365

29,714

DEPRECIATION

At 1 January 2025

7,833

7,688

15,521

Charge for year

2,013

1,212

3,225

At 31 December 2025

9,846

8,900

18,746

NET BOOK VALUE

At 31 December 2025

4,503

6,465

10,968

At 31 December 2024

6,516

7,677

14,193

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

25,206

2,785,169

Amounts owed by group undertakings

2,748,774

-

Other debtors

1,199,881

3,096,478

VAT

-

34,294

Prepayments and accrued income

1,915,563

3,100,507

Prepayments

36,379

74,515

5,925,803

9,090,963

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

388,387

1,449,542

Amounts owed to group undertakings

1,649

808,148

Tax

320,960

-

Deferred Tax

2,629

3,180

Social security and other taxes

41,427

43,511

VAT

77,184

-

Other creditors

4,907,942

8,514,618

Accrued expenses

42,983

40,372

5,783,161

10,859,371

9.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

3,042

36,500

Between one and five years

-

3,042

3,042

39,542

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

1

100

100

11.

RESERVES

Retained

earnings

£

At 1 January 2025

1,380,506

Profit for the year

1,121,793

At 31 December 2025

2,502,299

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemptions available 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.

At 31 December 2025, amounts due from group undertakings amounted to £2,748,774 (2024: £Nil). Amounts due to group undertakings amounted to £1,649 (2024: £808,148). These balances are unsecured, interest-free and repayable on demand.

13.	CONTROLLING PARTY

The immediate holding company is Exa MP Srl, a company incorporated in Italy, having its registered office at Via Cappuccini 2, 20122, Milan, Italy. The consolidated financial statements are available at the aforementioned address.