REGISTERED NUMBER: 15320555 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

NEXUS REGEN LTD

Page

Company Information

1

Report of the Directors

2

Balance Sheet

4

Notes to the Financial Statements

6

DIRECTORS:

S A KIRK

D J LEYDON

W RUNDLE

K TONKIN

D J SPEIGHT

REGISTERED OFFICE:

5 Hazelgrove Road

Haywards Heath

West Sussex

RH16 3PH

REGISTERED NUMBER:

15320555 (England and Wales)

ACCOUNTANTS:

Bentleys Accounting Limited

5 Hazelgrove Road

Haywards Heath

West Sussex

RH16 3PH

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The principal activity of the company during the year was the development and provision of software-as-a-service (SaaS) solutions to the construction industry.

REVIEW OF BUSINESS

The company is in the early stages of its development, with the current and prior periods focused primarily on the design, development, and enhancement of its cloud-based software platform.

The company's software allows its customers to improve their management of heavy materials, thereby ensuring compliance with relevant legislation and enabling them to reduce costs.

As anticipated for a business at this stage, the company has incurred significant operating losses during its first two years of trading, including the current financial year. These losses are attributable to ongoing investment in product development, infrastructure, and market positioning.

The directors are pleased to report that the company has, subsequent to the year end, secured several significant enterprise contracts with major UK housing developers and construction companies. These contracts represent a major step forward in the company's commercialisation strategy and provide a strong foundation for future revenue growth.

Key Performance Indicators

The directors monitor the performance of the business using a range of financial and non-financial key performance indicators (KPIs) relevant to a software-as-a-service

(SaaS) business operating within the construction sector.

During the year, the primary focus has been on product development and initial commercial traction. The key metrics monitored include:

Annual Recurring Revenue (ARR):

The level of contracted recurring subscription revenue, which is a key indicator of the company's growth and future revenue visibility. The directors expect ARR to increase significantly following the successful onboarding of recently secured enterprise clients.

Customer Acquisition and Pipeline:

The number of new customers secured and the strength of the sales pipeline, particularly with large UK housing developers. Progress in this area is considered a leading indicator of future revenue growth.

Customer Retention and Churn:

The company monitors customer retention rates and churn levels to assess customer satisfaction and the long-term value of its contracts. As the business is at an early commercial stage, maintaining strong relationships with initial enterprise clients is a key priority.

Product Development Milestones:

Progress against the company's development roadmap, including the delivery of key features, system stability, and scalability. The directors consider successful delivery of the platform to be critical in supporting customer acquisition and retention.

User Engagement and Adoption:

Levels of system usage by customers, including frequency of use and breadth of feature adoption, which provide insight into the value delivered to clients and the likelihood of long-term contract renewal.

Future Developments

With the product development phase substantially complete and key commercial contracts now secured, the directors anticipate that the company will transition towards profitability in the near future.

The focus in the coming year will be on scaling operations, delivering on enterprise contracts, and growing the customer base within the wider construction sector. It is envisaged the sales activity will expand to include the supply chain to construction companies and housing developers, as well as main contractors and the managers of other major projects.

The directors believe this growth will be supported by the increasing legislation such as : Landfill Tax, Duty of Care and Digital Waste Tracking; all supporting the growth of digital tools.

FUTURE DEVELOPMENTS

With the product development phase substantially complete and key commercial contracts now secured, the directors anticipate that the company will transition towards profitability in the near future.

The focus in the coming year will be on scaling operations, delivering on enterprise contracts, and growing the customer base within the wider construction sector. It is envisaged the sales activity will expand to include the supply chain to construction companies and housing developers, as well as main contractors and the managers of

other major projects.

The directors believe this growth will be supported by the increasing legislation such as : Landfill Tax, Duty of Care and Digital Waste Tracking; all supporting the growth of digital tools.

DIRECTORS

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

S A KIRK

D J LEYDON

W RUNDLE

K TONKIN

D J SPEIGHT

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

ON BEHALF OF THE BOARD:

W RUNDLE - Director

3 September 2026

FIXED ASSETS

Intangible assets

4

140,553

54,444

Tangible assets

5

1,074

-

141,627

54,444

CURRENT ASSETS

Debtors

6

124,128

67,838

Cash at bank

95,840

39,436

219,968

107,274

CREDITORS

Amounts falling due within one year

7

60,466

33,052

NET CURRENT ASSETS

159,502

74,222

TOTAL ASSETS LESS CURRENT LIABILITIES

301,129

128,666

CREDITORS

Amounts falling due after more than one year

8

100,000

100,000

NET ASSETS

201,129

28,666

CAPITAL AND RESERVES

Called up share capital

128

118

Share premium

909,979

399,982

Retained earnings

(708,978

)

(371,434

)

SHAREHOLDERS' FUNDS

201,129

28,666

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2026 and were signed on its behalf by:

W RUNDLE - Director

1.	STATUTORY INFORMATION

NEXUS REGEN 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" including the provisions of Section 1A "Small Entities" 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.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

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

Computer equipment

-

33% on cost

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2024 - 6 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

65,768

Additions

107,942

At 31 December 2025

173,710

AMORTISATION

At 1 January 2025

11,324

Charge for year

21,833

At 31 December 2025

33,157

NET BOOK VALUE

At 31 December 2025

140,553

At 31 December 2024

54,444

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

Additions

1,208

At 31 December 2025

1,208

DEPRECIATION

Charge for year

134

At 31 December 2025

134

NET BOOK VALUE

At 31 December 2025

1,074

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

67,700

30,240

Other debtors

101

101

R&D Tax Credit

51,452

37,497

Prepayments

4,875

-

124,128

67,838

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

30,021

28,406

Social security and other taxes

13,019

-

VAT

3,176

2,896

Accrued expenses

2,000

1,750

Income in Advance

12,250

-

60,466

33,052

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Quasi-equity Liabilities

100,000

100,000

9.	RELATED PARTY DISCLOSURES

As at 31st December 2025 included in 'long-term debt' is a loan from K Tonkin and W Rundle which is a Quasi-equity loan amounting to £100,000. As at the year end this loan has not been converted into equity

During the period the company was charged £ 21,370 for office rent from Amet Contracting Group Limited, a company that K Tonkin and W Rundle has an interest.