REGISTERED NUMBER: 10264076 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

VINCI CONSTRUCTION GEOINFRASTRUCTURE UK

LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

12

Other Comprehensive Income

13

Balance Sheet

14

Statement of Changes in Equity

15

Cash Flow Statement

16

Notes to the Cash Flow Statement

17

Notes to the Financial Statements

18

DIRECTORS:

S Y S Riot

P Stossich

REGISTERED OFFICE:

50 Seymour Street

London

W1H 7JG

REGISTERED NUMBER:

10264076 (England and Wales)

AUDITORS:

Orcom Civvals Audit Limited

Chartered Accountants and

Statutory Auditors

50 Seymour Street

London

W1H 7JG

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

REVIEW OF BUSINESS

VCGI UK Ltd employes personnel to provide professional services for major projects in the United Kingdom. Currently we service the High Speed 2 Project in Birmingham.

At the end of the fiscal year ending December 2025, VCGI UK Ltd employed an average of 109 staff who were deployed on our major projects, generating revenue of £ 16.0 million.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's activities expose it to a number of financial and operational risks. The continued success of the company depends upon management's ability to identify and manage risks which are inherent in the type of activities the Company is engaged in. The principal business risks, which are predominantly external, are summarised below:

Debt and financing

Debt and financing of projects are managed via pre-agreed loan facilities between banks and sovereign clients, who are the borrowers. These loans are insured through Export Credit Agencies (ECAs), therefore minimising risks of default of payments from clients. The Company requires minimal or no debt or working capital, as project activities and expenses are funded with advanced project payments.

Performance risk

The core of the Company's general contracting activities rely on its ability to deliver on a timely and satisfactory basis the works we are committed to in our contracts. This is ensured through the high level of skills possessed by the team and the establishment of key processes to support procurement and supply chain management and control, budgetary control, quality and financial controls.

Health and safety

The Company recognises the importance of the health and safety of all those employed in its offices and sites and operate policies to ensure that the risks associated with accidents and health are properly managed, controlled and minimised.

FINANCIAL KEY PERFORMANCE INDICATORS

Key performance indicators for the Company are turnover and costs of operation.

DIRECTORS STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE

SUCCESS OF THE BUSINESS

The directors confirm that they are compliant with Section 172 of the Companies Act 2006 which stipulates their duty to promote the success of the Company for the benefit of all members. In doing so the directors have regard amongst other matters to the following:

a) The likely consequences of decision making:

Due to the size of the Company, the directors fulfil their duties through a governance framework that delegates day-to-day decision making to employees of the Company. The directors maintain oversight of the Company's performance and are responsible for ensuring that both management and employees act in accordance with the strategy and plans agreed by the Board.

In making decisions concerning the Business Plan and future strategy, the directors have regard to a variety of matters including the consequences of its decisions in the long-term and its long-term reputation. As such, the board recognises that it is important that we effectively identify, evaluate, manage and mitigate the risks we face.

b) The need to foster the Company's business relationships with suppliers, customers and others:

The directors recognise the importance of clear communication and proactive engagement with all stakeholders. Comprehensive engagement enables informed decision making and is integral to the long-term success of the Company. The directors take into consideration the implications of decisions on stakeholders, where relevant and feasible.

c) The impact of the Company's operations on the community and the environment:

We are committed to understanding, respecting and making a positive difference to each community within which we work. We work closely with clients to create projects that support and serve local communities.

d) High standards of business conduct:

The directors ensure that high standards are maintained both within the business and the business relationships we maintain.

e) Acting fairly between members of the Company:

By weighing up all relevant factors, the directors consider which course of action best enables delivery of strategy through the long-term, taking into consideration the impact on stakeholders. We consider it important that our shareholders understand our strategy and objectives and maintain regular, continuing dialogue with them to explain and discuss business performance and future plans.

ON BEHALF OF THE BOARD:

P Stossich - Director

21 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

S Y S Riot has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

P Stossich was appointed as a director after 31 December 2025 but prior to the date of this report.

B P Denizot and N H M M Fleuriot ceased to be directors after 31 December 2025 but prior to the date of this report.

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

P Stossich - Director

21 August 2026

Opinion

We have audited the financial statements of Vinci Construction Geoinfrastructure UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 five, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

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

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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,

including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Philip Jones (FCA) (Senior Statutory Auditor)

for and on behalf of Orcom Civvals Audit Limited

Chartered Accountants and

Statutory Auditors

50 Seymour Street

London

W1H 7JG

21 August 2026

TURNOVER

3

15,970,653

18,612,188

Cost of sales

(15,971,707

)

(18,596,929

)

GROSS (LOSS)/PROFIT

(1,054

)

15,259

Administrative expenses

(38,804

)

(18,775

)

OPERATING LOSS

5

(39,858

)

(3,516

)

Interest receivable and similar income

104,584

96,981

64,726

93,465

Interest payable and similar expenses

6

(145,171

)

(318,250

)

LOSS BEFORE TAXATION

(80,445

)

(224,785

)

Tax on loss

7

(5,653

)

-

LOSS FOR THE FINANCIAL YEAR

(86,098

)

(224,785

)

LOSS FOR THE YEAR

(86,098

)

(224,785

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(86,098

)

(224,785

)

FIXED ASSETS

Tangible assets

8

22,611

23,098

CURRENT ASSETS

Debtors

9

5,427,428

4,384,534

CREDITORS

Amounts falling due within one year

10

(8,185,916

)

(7,063,064

)

NET CURRENT LIABILITIES

(2,758,488

)

(2,678,530

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,735,877

)

(2,655,432

)

PROVISIONS FOR LIABILITIES

11

(5,653

)

-

NET LIABILITIES

(2,741,530

)

(2,655,432

)

CAPITAL AND RESERVES

Called up share capital

12

1,000

1,000

Retained earnings

13

(2,742,530

)

(2,656,432

)

SHAREHOLDERS' FUNDS

(2,741,530

)

(2,655,432

)

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2026 and were signed on its behalf by:

P Stossich - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1,000

(2,431,647

)

(2,430,647

)

Changes in equity

Total comprehensive income

-

(224,785

)

(224,785

)

Balance at 31 December 2024

1,000

(2,656,432

)

(2,655,432

)

Changes in equity

Total comprehensive income

-

(86,098

)

(86,098

)

Balance at 31 December 2025

1,000

(2,742,530

)

(2,741,530

)

Cash flows from operating activities

Cash generated from operations

1

60,039

222,788

Interest paid

(145,171

)

(318,250

)

Net cash from operating activities

(85,132

)

(95,462

)

Cash flows from investing activities

Purchase of tangible fixed assets

(20,128

)

(1,519

)

Sale of tangible fixed assets

676

-

Interest received

104,584

96,981

Net cash from investing activities

85,132

95,462

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

-

-

Cash and cash equivalents at end of year

-

-

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(80,445

)

(224,785

)

Depreciation charges

19,932

31,163

Finance costs

145,171

318,250

Finance income

(104,584

)

(96,981

)

(19,926

)

27,647

(Increase)/decrease in trade and other debtors

(1,042,949

)

2,561,238

Increase/(decrease) in trade and other creditors

1,122,914

(2,366,097

)

Cash generated from operations

60,039

222,788

1.	STATUTORY INFORMATION

Vinci Construction Geoinfrastructure UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

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.

Office equipment - 33%

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.

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.

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.

Going concern

The financial statements have been prepared on a going concern basis notwithstanding the Company has net liabilities of £2,741,530 (2024 - £2,655,432) at the year end. The parent company has agreed to provide financial support to the Company to the extent necessary to enable the Company to meet its obligations as they fall due for at least 12 months from the date of these financial statements.

The directors therefore consider that the going concern basis is appropriate to the preparation of these financial statements.

3.

TURNOVER

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

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

2025

2024

£

£

Engineering services

15,970,653

18,612,188

15,970,653

18,612,188

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

15,970,653

18,612,188

15,970,653

18,612,188

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

10,622,299

12,291,785

Social security costs

2,618,329

2,978,809

Other pension costs

542,073

545,680

13,782,701

15,816,274

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

2025

2024

Engineers

107

128

Directors

2

3

109

131

2025

2024

£

£

Directors' remuneration

277,620

291,737

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

277,620

291,737

5.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Depreciation - owned assets

19,939

31,164

Foreign exchange differences

38,804

18,775

Auditor's remuneration

15,500

13,500

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Intercompany Interest

145,171

318,250

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Deferred tax

5,653

-

Tax on loss

5,653

-

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Loss before tax

(80,445

)

(224,785

)

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

(20,111

)

(56,196

)

Effects of:

Expenses not deductible for tax purposes

18,839

7,309

Group relief

1,150

41,476

Deferred tax

5,775

-

Movement in deferred tax not recognised

-

7,411

Total tax charge

5,653

-

8.	TANGIBLE FIXED ASSETS

Office

Computer

equipment

equipment

Totals

£

£

£

COST

At 1 January 2025

195,135

2,213

197,348

Additions

20,128

-

20,128

Disposals

(76,722

)

-

(76,722

)

At 31 December 2025

138,541

2,213

140,754

DEPRECIATION

At 1 January 2025

172,037

2,213

174,250

Charge for year

19,939

-

19,939

Eliminated on disposal

(76,046

)

-

(76,046

)

At 31 December 2025

115,930

2,213

118,143

NET BOOK VALUE

At 31 December 2025

22,611

-

22,611

At 31 December 2024

23,098

-

23,098

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

24,989

168,740

Amounts owed by group undertakings

3,794,709

601,703

Other debtors

42,185

73,660

Prepayments and accrued income

1,565,545

3,540,431

5,427,428

4,384,534

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

115,792

376,424

Amounts owed to group undertakings

6,005,562

3,938,712

Social security and other taxes

877,900

1,358,592

VAT

259,009

434,600

Other creditors

121

1,134

Accruals and deferred income

927,532

953,602

8,185,916

7,063,064

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Other timing differences

5,653

-

Deferred

tax

£

Provided during year

5,653

Balance at 31 December 2025

5,653

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary share

1

1,000

1,000

13.

RESERVES

Retained

earnings

£

At 1 January 2025

(2,656,432

)

Deficit for the year

(86,098

)

At 31 December 2025

(2,742,530

)