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Artelia Capital Limited
Registered number: 15870115
Annual report
For the period ended 31 December 2025
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ARTELIA CAPITAL LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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ARTELIA CAPITAL LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Changes in Equity
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Notes to the Financial Statements
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ARTELIA CAPITAL LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director presents his Strategic Report and the audited financial statements for Artelia Capital Limited (the "Company") for the period ended 31 December 2025 (the "period").
The Company was incorporated on 1 August 2024 and, during the period, changed its accounting reference date from 31 August 2025 to 31 December 2025 in order to align its reporting period with that of other companies within the group. As a result, these financial statements cover the 17-month period ended 31 December 2025.
The Company was established in August 2024 as a direct result of the acquisition of the Pick Everard Partnership (‘Pick Everard’) by Artelia Global SAS (‘Artelia’). Artelia is a global leading multi-disciplinary consulting, engineering and project management organisation headquartered in France. The Artelia group has a presence in over 40 countries across five continents, over 9,500 staff, and revenues in excess of €1 billion (Euros). Pick Everard is a UK based, multi-disciplinary consultancy working within the property, infrastructure and construction industry with a major focus on mid to large scale public sector build environment projects. In October 2024 the Artelia group acquired the Pick Everard Partnership marking a significant investment in the UK, to complement its existing presence across Artelia Projects UK Ltd, Castons Consulting Ltd and Austin Newport Group Ltd, thereby achieving greater scale and critical mass with close to 1,000 professional staff charged with servicing UK and International clients. The Company, together with Artelia Ventures Ltd, are the designated members of the Pick Everard Partnership.
The Company also acquired 100% share capital of PEKG Ltd (‘PEKG’), a company that in turn holds a 33.33% stake in Perfect Circle JV Ltd (‘PCJV’): the other equal shareholders being AECOM GHC 1 Ltd and Gleeds LLP. The financial performance of PCJV has historically been strong due to its access to large clients in the built environment, which stem from it being a long-term established provider on UK national frameworks covering Built Environment, Infrastructure and Utilities. PCJV has successfully delivered on these large scale, multi-year capital projects, resulting in healthy profits and cashflows, which has led to a regular and recurring dividend flowing from PCJV to its partners, including PEKG, and ultimately to Artelia Capital Ltd. The results in the 17-month period to 31 December 2025 include dividends and cashflows of £1,350,000.
Despite the dividends received from PEKG, the results of Artelia Capital Ltd show a loss before tax of £887,653 due primarily to its share of the loss in Pick Everard, as the Partnership recorded an operating loss for its 14 month period ending 31 December 2025 of £1,858,640. This loss is a result of uncertainty in the macro-economic situation, caused by uncertainty and delays in major public spending across the built environment where Pick Everard specialise, coupled with incremental costs and change management factors associated with adaption and integration into Artelia Group global processes.
Principal risks and uncertainties
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The Company is exposed to the same risks faced by its trading entity (Pick Everard) and its indirect holding in PCJV, given the impact of any adverse events occurring within this business could have a consequential impact on the carrying value of the company’s investment and its ability to settle its liabilities to fellow group undertakings. Management has policies and processes in place to monitor and minimise this exposure.
The principal risks and uncertainties are:
Economic and market risk
Both the Pick Everard and PCJV performance is influenced by the broader UK macro-economic environment, including economic growth, inflationary pressures, interest rates, labour market conditions and levels of investment in the built environment. The Company’s success is also dependent upon PCJV being appointed to, and renewed on, the established UK national frameworks mentioned above. These frameworks are linked to public sector expenditure and capital investment programmes.
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ARTELIA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
Economic and market risk (continued)
Changes in UK Government spending priorities, fiscal policy, departmental budgets or local authority funding allocations may adversely affect the volume and timing of project opportunities available to PCJV. To mitigate this risk, PCJV maintains a diversified client base across multiple sectors and service lines, closely monitors market developments and government policy announcements, and seeks to maintain a balanced portfolio of public and private sector work.
Credit risk
Credit risk arises from the possibility that clients may fail to meet their contractual payment obligations, resulting in financial loss to Pick Everard and PCJV. While the majority of public sector clients are considered to present a relatively low credit risk, entities also works with private sector organisations whose financial position may be impacted by economic uncertainty and sector-specific challenges.
Pick Everard and PCJV manage credit risk through established credit control procedures, ongoing monitoring of debtor balances, assessment of client creditworthiness where appropriate, and regular review of aged receivables. Concentrations of credit exposure are monitored to ensure that Pick Everard and PCJV are not unduly reliant on any individual client or group of connected clients. Loans from the Company to Pick Everard are directly related to Pick Everard’s ability to manage its customer credit risk in order to recover loans receivable.
Liquidity risk
Liquidity risk is the risk that Pick Everard is unable to meet its financial obligations as they fall due, and low profitability in PCJV resulting in reduced dividends.
Pick Everard's principal cash outflows relate to employee remuneration, subcontractor liabilities, social security liabilities, operating costs and investment in business development activities. Pick Everard seeks to maintain sufficient cash resources and available banking facilities to meet its foreseeable obligations. Cash flow forecasts are regularly reviewed, and working capital is actively managed through effective billing and collection processes.
The Company benefits from access to the Artelia Group’s centralised Treasury organisation and Artelia’s global liquidity.
Competitor risk
The markets in which Pick Everard and PCJV operates are highly competitive and continue to experience consolidation, technological change and evolving client expectations. Increased competition from national and international consultancies, specialist firms and emerging technology-enabled service providers may place pressure on fee levels, market share and profitability. Pick Everard mitigates this risk through continued investment in technical expertise, client relationships, digital capabilities and staff development. Both Pick Everard and PCJV, seek to differentiate themselves through the breadth of their multi-disciplinary offering, quality of service, sector knowledge and strong reputation within their chosen markets.
Supply chain risk
The delivery of client services relies upon access to a resilient supply chain, including specialist subcontractors, technology providers, data suppliers and professional advisers. Disruption within the supply chain, whether arising from economic pressures, supplier insolvency, labour shortages, cyber incidents or other operational failures, could adversely affect service delivery and project outcomes. Both Pick Everard and PCJV, manage this risk through supplier due diligence processes, ongoing performance monitoring, framework agreements with key suppliers and maintaining alternative sources of supply where appropriate. Pick Everard and PCJV also regularly review the resilience of critical suppliers and seeks to minimise over-reliance on individual providers.
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ARTELIA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Key performance indicators
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The Company is an intermediate holding company whose principal activity is the holding of its investment in PEKG Limited and is a designated member of the Pick Everard Partnership. PEKG Limited, in turn, holds a 33.33% equity interest in Perfect Circle JV Limited.
The Company does not undertake trading activities in its own right and has no employees or operational activities from which meaningful company-specific financial or non-financial key performance indicators can be derived. Accordingly, the directors do not consider it appropriate to establish or monitor standalone key performance indicators for Artelia Capital Limited.
The directors monitor the performance and value of the Company's investment through regular review of the financial and operational performance of its underlying investments. In particular, the directors receive and consider management information and key performance indicators reported by Pick Everard and Perfect Circle JV Limited, including measures relating to financial performance, profitability, cash generation, operational delivery, business development and other strategic objectives relevant to those businesses.
The directors consider that the performance of these underlying investments provides the most appropriate basis for assessing the Company's overall performance, financial position and prospects.
The Company is a subsidiary of Artelia Global SAS (the ‘Artelia’ or ‘Group’) and part of the Artelia group of companies. The Company has adopted the Group’s extensive processes that are in place to engage with our stakeholders which are integral to the company’s success.
Oversight of the Group, including the Company, is carried out at a Group level which is responsible for setting strategic priorities including stakeholder engagement. As usual with large companies, the Group delegates authority for the control and direction of the company and the day-to-day management to the Group Chief Executive Officer and the Group Executive team. This executive team then delegates strategic execution at a local subsidiary level, this means the responsibility of execution of the Group strategy lies with the Executive Management of the Pick Everard management and coordinated with the directors of the Company. The Group promotes high standards of corporate governance throughout the organisation and the Company’s Board upholds these standards. The Company’s Board holds meetings as and when required to consider the impact of key proposals and material matters affecting its business. The Company’s key stakeholders are its shareholders which is the ultimate group parent and its suppliers.
Shareholders and ultimate parent company
The shareholders and ultimate parent company provide the Company with the necessary financial resources to meet its liabilities as and when they become due. The directors, who are employees of the ultimate parent company, attend board meetings of the Company, furthermore the group is informed timely of the performance of the Company through regular reporting processes.
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ARTELIA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Section 172 statement (continued)
Suppliers
The Company is party to contractual relationships with external professional services and audit providers. The company makes timely payments to the respective suppliers in relation to services rendered.
This report was approved by the board and signed on its behalf by:
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ARTELIA CAPITAL LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director presents his report and the audited financial statements for Artelia Capital Limited (the "Company") for the 17-month period ended 31 December 2025 (the "period").
The principal activity of the Company is the holding of an interest in the Pick Everard Partnership, an unlimited qualifying partnership, and in PEKG Ltd.
The loss for the period, after taxation, amounted to £887,653.
The director has not recommended the payment of a dividend for the period.
The directors who served during the period and to the date of this report were:
A Pigot (appointed 1 August 2024, resigned 31 December 2025)
S P N Pailhes (appointed 1 January 2026)
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Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies for the Company'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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
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ARTELIA CAPITAL LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director, having considered the financial position, estimated cash inflows and known and estimated cash outflows of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The Company has net current liabilities of £2,295,080 and net assets of £51,112,447. The Company is a non-trading holding company with no employees or lease obligations and consequently has limited cash outflows relating to loan from parent undertaking.
The Company benefits from dividend income from its subsidiary and by virtue of its majority interest in the Pick Everard Partnership, expects to receive future income and cash flow allocations which are anticipated to be cash generative over time.
Furthermore, the Company has access to funding within the Artelia Global SAS group. The directors have received confirmation from the parent company that it will continue to support the Company and provide adequate funds, when necessary, to enable it to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. This support provides additional assurance over the Company's liquidity and financial position. Accordingly, the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the director has a reasonable expectation that the Company will continue in operational existence and continue to adopt the going concern basis of accounting in preparing the financial statements.
As part of the Artelia Group, the Company through Pick Everard will seek to leverage the benefits of increased collaboration, technical expertise and international capability, whilst maintaining its strong client focus and reputation within the UK market. The Company remains committed to supporting its clients in delivering positive social, economic and environmental outcomes and is confident that its diversified service offering and established market position provide a strong platform for future growth.
Financial risk management
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The risks associated with the Company's financial instruments are managed by the Group's central treasury function. The director does not consider these risks to be significant as the counterparty for the Company's significant financial instruments are other group undertakings.
Engagement with employees
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The Company does not employ any staff directly. Employment matters are managed by the Company's operating entities, which maintain policies designed to promote equality of opportunity, including the recruitment, retention and development of disabled employees. These entities also have processes in place to provide employees with information on matters of concern to them and to encourage employee consultation and engagement in the business.
Qualifying third-party indemnity provisions
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The director benefits from a qualifying indemnity provision in the form permitted by Section 234 of the Companies Act 2006 in respect of certain third-party actions against the director. No claim or notice of claim in respect of these indemnities has been received in the period.
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ARTELIA CAPITAL LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
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The group, headed by Artelia Capital Limited, undertakes its principal operating activities through the qualifying partnership, Pick Everard, which accounts for substantially all of the group's energy consumption and greenhouse gas emissions. The remaining group entities have limited operations and either have no material energy consumption or consume energy below the 40,000 kWh threshold.
The group's greenhouse gas emissions and energy consumption are as follows:
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Emissions resulting from activities for which the group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
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Emissions resulting from the purchase of the electricity by the group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
Emissions by the group throughout its supply chain (in tonnes of CO2 equivalent)
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Energy consumed from activities for which the group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the group for its own use, including for the purposes of transport, in kWh
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Methodologies
The HM Government Environmental Reporting Guidelines including Streamlined Energy and Carbon Reporting guidance published in March 2019 has been followed. Carbon emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard using the DEFRA emissions factors.
Principal measures
The group has selected tonnes of CO2e emissions per full-time equivalent employee (FTE) as its principal intensity ratio. Management considers this measure to be the most appropriate indicator of the group's environmental performance as a professional services business, where energy consumption and greenhouse gas emissions are principally associated with office operations and business travel activities.
The intensity ratio enables the group to monitor changes in emissions relative to the scale of its operations and workforce and provides a consistent basis for measuring environmental performance over time. The ratio is calculated by dividing the group's total annual greenhouse gas emissions (tCO2e) by the average number of full-time equivalent employees during the reporting period.
Intensity ratio
Intensity ratio has been calculated using the Average Full-Time Equivalent (FTE) employee count and includes all energy usage and emissions stated within the values reported above, in accordance with the methodology applied.
Emissions intensity ratio (tCO2e per FTE) is 0.71.
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ARTELIA CAPITAL LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Matters covered in the Strategic Report
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The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Strategic Report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ Report, including Statement on engagement with suppliers, customers and others, have been omitted as they are included in the Strategic Report within Section 172 statement.
Disclosure of information to auditor
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙he 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's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the period-end.
During the period, Forvis Mazars LLP was appointed as auditor.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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ARTELIA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARTELIA CAPITAL LIMITED
Opinion
We have audited the financial statements of Artelia Capital Limited (the ‘Company’) for the period ended 31 December 2025 which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 period 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.
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 director is 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.
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ARTELIA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARTELIA CAPITAL LIMITED
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.
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 Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Director's 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, 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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ARTELIA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARTELIA CAPITAL LIMITED
Responsibilities of Director
As explained more fully in the Director's Responsibilities Statement set out on page 4, the director is 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 director determines 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 director is 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 director intends either to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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 financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, and the Companies Act 2006.
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ARTELIA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARTELIA CAPITAL LIMITED
In addition, we evaluated the director's and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of investments, and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the director and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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.
Use of the audit 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.
Gareth Jones (Senior statutory auditor)
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
1 September 2026
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ARTELIA CAPITAL LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Dividends income from subsidiaries
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Share of loss from qualifying partnership
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial period
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There are no items of other comprehensive income for 2025 other than the loss for the period. As a result, no separate Statement of Comprehensive Income has been presented.
The Income Statement has been prepared on the basis that all operations are continuing operations.
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The notes on pages 16 to 27 form part of these financial statements.
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ARTELIA CAPITAL LIMITED
REGISTERED NUMBER: 15870115
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 27 form part of these financial statements.
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ARTELIA CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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At incorporation on 1 August 2024
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 16 to 27 form part of these financial statements.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Artelia Capital Limited is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 15870115. The address of its registered office is High Holborn House, 52-54 High Holborn, London, England, WC1V 6RL.
The Company was incorporated on 1 August 2024 and, during the period, changed its accounting reference date from 31 August 2025 to 31 December 2025 in order to align its reporting period with that of other companies within the group. As a result, these financial statements cover the 17-month period ended 31 December 2025.
The principal activity of the Company is the holding of an interest in the Pick Everard Partnership, an unlimited qualifying partnership, and in PEKG Ltd.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and are rounded to the nearest pound.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 29 Income tax paragraphs 29.28(b) and 29.29. This is an exemption from certain disclosures in relation to Pillar Two model rules where an entity is, or expects to be, within the scope of the Pillar Two legislation. The exemption is dependent on equivalent disclosures being made in the consolidated financial statements. It is not an exemption from all Pillar Two model rules and disclosures. Qualifying entities are still required to provide disclosures in accordance with paragraph 29.26 (g) and 29.28(a) if Pillar two model rules are applicable;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial Reporting Standard 102 - reduced disclosure exemptions (continued)
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This information is included in the consolidated financial statements of Artelia Holding SAS as at 31 December 2025 and these financial statements may be obtained from 16 Rue Simone Veil, 93400 Saint-Ouen-sur-Seine, France.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The director, having considered the financial position, estimated cash inflows and known and estimated cash outflows of the Company for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Company to continue as a going concern.
The Company has net current liabilities of £2,295,080 and net assets of £51,112,447. The Company is a non-trading holding company with no employees or lease obligations and consequently has limited cash outflows relating to loan from parent undertaking.
The Company benefits from dividend income from its subsidiary and by virtue of its majority interest in the Pick Everard Partnership, expects to receive future income and cash flow allocations which are anticipated to be cash generative over time.
Furthermore, the Company has access to funding within the Artelia Global SAS group. The directors have received confirmation from the parent company that it will continue to support the Company and provide adequate funds, when necessary, to enable it to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. This support provides additional assurance over the Company's liquidity and financial position. Accordingly, the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the director has a reasonable expectation that the Company will continue in operational existence and continue to adopt the going concern basis of accounting in preparing the financial statements.
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Interest receivable and similar income
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Interest receivable and similar income is recognised in profit or loss using the effective interest method.
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Interest payable and similar expenses
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Interest payable and similar expenses 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.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 balance sheet date.
As an exception to the requirements, an entity shall not take into account the effects of Pillar Two legislation when measuring deferred tax assets and deferred tax liabilities.
Investments in subsidiaries are valued at cost less any provision for impairment or permanent diminution in value. Incremental costs incurred as part of acquisitions of subsidiaries are capitalised as part of investment costs.
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.
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Cash and cash equivalents
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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.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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 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.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, and other loans 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.
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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Critical judgements in applying the Company's accounting policies
Assessing indicators of impairment
Impairment is made where a permanent diminution in value of the investment in subsidiary undertakings exists. This impairment assessment requires management judgement in calculating the future profitability of the subsidiary undertakings and an impairment is made where circumstances exist that indicate there is a permanent diminution of the investment value. Management carries out an impairment assessment where there are indicators, such as losses or changes in market conditions, that the recoverable value of the investments is below its carrying value.
Key sources of estimation uncertainty
The director considers that there are no key sources of estimation uncertainty in applying the Company's accounting policies.
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During the period, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Fees payable to the Company's auditor and its associates in respect of:
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Taxation compliance services
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All non-audit services not included above
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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During the period, the Company had no employees other than its director. The director's remuneration was borne by other group undertakings, and it is not possible to reliably estimate the proportion attributable to services provided to the Company.
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Interest receivable and similar income
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Interest receivable from qualifying partnership
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Interest payable and similar expenses
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Interest payable on loans from group undertakings
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Current tax on profits for the period
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Origination and reversal of timing differences
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Factors affecting tax charge for the period
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The tax assessed for the period is lower than the standard rate of corporation tax in the UK of25%. The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities before tax multiplied by standard rate of corporation tax in the UK of 25%
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Expenses not deductible for tax purposes
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Dividends from UK companies
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Other permanent differences
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Total tax charge for the period
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
8.Taxation (continued)
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Factors that may affect future tax charges
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At the date of authorisation of these financial statements there are no known factors that may affect future tax charges.
Pillar Two
Artelia Capital Limited is within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2025. Under the legislation, the Group is liable to pay a top-up tax in the UK for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to FRS 102 Section 29 issued in September 2024.
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Investments in subsidiary undertakings
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The following were subsidiary undertakings of the Company:
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Halford House, Charles Street, Leicester, United Kingdom, LE1 1HA
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Halford House, Charles Street, Leicester, United Kingdom, LE1 1HA
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The Company is a member of a qualifying partnership, Pick Everard. The term 'qualifying partnership' is defined by regulation 3 of The Partnerships (Accounts) Regulations 2008.
Pick Everard is considered to be a subsidiary of the Company due to the Company's substantive control over the operations of the partnership. The head office of Pick Everard is Halford House, Charles Street, Leicester, United Kingdon, LE1 1HA.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Due after more than one year
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Amounts owed by qualifying partnership
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Amounts owed by qualifying partnership
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Amounts owed by group undertakings
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Amounts owed by qualifying partnership are unsecured, interest-bearing at 6% per annum, and payable in annual instalments commencing on 31 May 2026.
Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to qualifying partnership
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Amounts owed to group undertakings are unsecured, interest-bearing at 6% per annum, and repayable in annual instalments commencing on 31 May 2026 with the final payment payable on 31 May 2031.
Amounts owed to qualifying partnership are unsecured, interest-free and repayable on demand.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Creditors: amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, interest-bearing at 6% per annum, and repayable in annual instalments commencing on 31 May 2026 with the final payment paid on 31 May 2031.
Other creditors includes retention amount on which interest is being accrued at 2%, which is due in 2027.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Amounts due to group undertakings
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Allotted, called up and fully paid
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52,000,100 Ordinary shares of £1 each
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The ordinary shares have attached to them full voting, dividend and capital distribution (including upon winding up) rights. They do not confer any rights of redemption.
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At incorporation on 1 August 2024, the Company issued 100 ordinary shares for total consideration of £100.
On 21 October 2024, the Company issued 52,000,000 ordinary shares for total consideration of £52,000,000.
Profit and loss account
The profit and loss account comprises the cumulative profits and losses of the Company, less dividends paid.
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ARTELIA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Related party transactions
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The Company is a wholly owned subsidiary of Artelia Holding SAS, whose ultimate parent company is Artelia Global SAS, and as such has taken advantage of the exemption permitted by Section 33 ‘Related party disclosures’ not to provide disclosures of transactions entered into with other wholly-owned members of the group.
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Post balance sheet events
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There have been no significant events affecting the Company since the period-end.
The immediate parent undertaking is Artelia Holding SAS, a company incorporated in France. Artelia Holding SAS prepares consolidated financial statements and copies can be obtained from 16 Rue Simone Veil, 93400 Saint-Ouen-sur-Seine, France.
The parent company of the smallest group to include the results of the company in its consolidated financial statements is Artelia Holding SAS. The consolidated financial statements are available from 16 Rue Simone Veil, 93400 Saint-Ouen-sur-Seine, France.
The parent company of the largest group to include the results of the Company in its consolidated financial statements is Artelia Global SAS. The consolidated financial statements are available from 16 Rue Simone Veil, 93400 Saint-Ouen-sur-Seine, France.
The ultimate parent undertaking is considered to be Artelia Global SAS, a company incorporated in France, due to its 100% shareholding in Artelia Holding SAS.
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