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REGISTERED NUMBER: 13582451 (England and Wales)













GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2024

FOR

ITS GROUP HOLDINGS LIMITED

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Profit and loss account 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 18


ITS GROUP HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST MARCH 2024







DIRECTORS: F Garcia Hernandez
J R Wright





SECRETARY: P Shah





REGISTERED OFFICE: 2 Hobbs House
Harrovian Business Village
Bessborough Road
Harrow
Middlesex
HA1 3EX





REGISTERED NUMBER: 13582451 (England and Wales)





AUDITORS: Sproull & Co.
Chartered Accountants
Statutory Auditors
First Floor, Jebsen House
53-61 High Street
Ruislip
Middlesex
HA4 7BD

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST MARCH 2024


The directors present their strategic report of the company and the group for the year ended 31st March 2024.

PRINCIPAL ACTIVITY
The principal activity for the year under review was development, distribution and support of software solutions for education, public libraries, and corporate clients. The group positions itself as a "boutique vendor" offering carefully selected best-of-breed solutions that provide excellent value.

The group's proprietary product portfolio includes:
- On-Premise Solutions: Onelog (e-resource management), MyPC (PC reservation), and R&R (resource
booking).
- SaaS Cloud Products: Evalyou8 (customer feedback), Willow360 (workflow automation), and MyPC
Cloud (workspace booking).
- Print/Copy/Scan Products: DocSlide and various payment gateways

ITS also serves as a key distribution partner for third-party solutions, notably as the primary PaperCut Authorised solution Center in Europe, alongside products from Princity, Kuario, Umango, Elatec, Inepro, and others.

The group operates through branches in Serbia, Spain, France, Germany, subsidiary undertakings in the USA and the Netherlands and through an associated company in India. The Spanish branch has been converted into a subsidiary from 01/10/2023.

REVIEW OF BUSINESS
In the context of evolving market conditions, the directors are pleased with the group's financial performance. The group has maintained its investment in software development, particularly in SaaS product offerings, which are becoming increasingly central to ITS's long-term strategy. The directors are confident that this investment positions the group well for continued growth in the digital market. It should be noted that due to the nature of the group's business, significant amounts of software maintenance and subscription revenue (with associated costs and profits) are deferred into future financial years. During the course of this financial year, the profit deferred into the future fell by £1,570,041, giving a total net deferral carried forward at year-end of £2,003,693, which will be recognised as additional net income in future years' accounts.

Key Performance Indicators

2024 2023 2022

Turnover £16,810,404 £20,171,361 £7,848,743
Gross Profit £8,312,383 £5,911,958 £3,368,053
Gross Profit Margin % 49.45% 29.31% 42.91%
Administrative Expenses £6,571,477 £6,264,105 £3,132,028
Operating (Loss)/Profit £1,740,906 (£352,147 ) £236,025

PRINCIPAL RISKS AND UNCERTAINTIES
The group continues to address the need to evolve its portfolio in line with technological shifts, particularly the transition from on-premise to cloud solutions. Product development focuses on enhancing existing offerings while accelerating the development of SaaS products to meet changing market demands.

In relation to financial risks, the group remains exposed to currency fluctuations, mitigated by strong sales in the Eurozone and North America. The directors have determined that Brexit has not had a significant negative impact on operations, with logistical arrangements in place through European subsidiaries to fulfill EU orders.

To address operational risks, the group has upgraded ISO 27001:2013 to ISO 27001:2022 Information Security Management System accreditation alongside its ISO 9001:2015 Quality Management certification.

The group is currently implementing digital transformation initiatives to enhance operational efficiency and competitiveness in an AI-driven marketplace.

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31ST MARCH 2024


ON BEHALF OF THE BOARD:





F Garcia Hernandez - Director


24th March 2025

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST MARCH 2024


The directors present their report with the financial statements of the company and the group for the year ended 31st March 2024.

DIVIDENDS
The total distribution of dividends for the year ended 31st March 2024 will be £ 256,095 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1st April 2023 to the date of this report.

F Garcia Hernandez
J R Wright

Other changes in directors holding office are as follows:

M K Patel - resigned 6th March 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST MARCH 2024


AUDITORS
Under section 487(2) of the Companies Act 2006, Sproull & Co., Chartered Accountants and Statutory Auditors, are deemed to be reappointed as auditors.

ON BEHALF OF THE BOARD:




F Garcia Hernandez - Director


24th March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ITS GROUP HOLDINGS LIMITED


Opinion
We have audited the financial statements of ITS Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st March 2024 which comprise the Consolidated Profit and loss account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31st March 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Emphasis of matter
We draw your attention to Note 7 (Exceptional item) of the Financial Statements, which describes the effects of an incidence of financial fraud arising during the year. Our opinion is not modified in respect of this matter.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ITS GROUP HOLDINGS LIMITED


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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

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

- Through assessing our cumulative acquired knowledge and review of relevant sector information, we gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.
- We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, Financial Reporting Standards and UK taxation legislation.
- We evaluated 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 inappropriate journal entries to manipulate financial results and management bias in accounting estimates.
- We discussed among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud. Furthermore, we communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ITS GROUP HOLDINGS LIMITED


Based on the above, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. Our work included:
- Discussions with management and those charged with governance in relation to known or suspected instances of non-compliance with laws and regulations and fraud as well as those policies and procedures designed to detect such instances.
- Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company's internal control.
- Evaluating the appropriateness of accounting policies used, evaluating the reasonableness and testing of significant accounting estimates and assessing whether the judgements made are indicative of a potential bias by management that represented a risk of material misstatement due to fraud.
- Testing of journal entries back to corroborating evidence.
- Reviewing the financial statement disclosures and agreeing to supporting documentation where relevant to assess compliance with relevant laws and regulations.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with the laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.




Michelle Wickwar (Senior Statutory Auditor)
for and on behalf of Sproull & Co.
Chartered Accountants
Statutory Auditors
First Floor, Jebsen House
53-61 High Street
Ruislip
Middlesex
HA4 7BD

28th March 2025

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31ST MARCH 2024

2024 2023
Notes £ £ £ £

TURNOVER 4 16,810,404 20,171,361

Cost of sales 8,498,021 14,259,403
GROSS PROFIT 8,312,383 5,911,958

Administrative expenses 6,571,477 6,264,105
OPERATING PROFIT/(LOSS) 6 1,740,906 (352,147 )

Exceptional item 7 690,740 -
1,050,166 (352,147 )

Income from shares in group undertakings 8 - 1,333
Interest receivable and similar income 2,163 2,808
2,163 4,141
1,052,329 (348,006 )
Gain/(loss) on revaluation of
investments 11,953 (7,492 )
1,064,282 (355,498 )

Interest payable and similar expenses 9 1,093 472
PROFIT/(LOSS) BEFORE TAXATION 1,063,189 (355,970 )

Tax on profit/(loss) 10 77,253 (20,963 )
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

985,936

(335,007

)
Profit/(loss) attributable to:
Owners of the parent 985,936 (335,007 )

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31ST MARCH 2024

2024 2023
Notes £ £

PROFIT/(LOSS) FOR THE YEAR 985,936 (335,007 )


OTHER COMPREHENSIVE INCOME
Translation of foreign operations 292,763 790,843
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

292,763

790,843
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,278,699

455,836

Total comprehensive income attributable to:
Owners of the parent 1,278,699 455,836

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

CONSOLIDATED BALANCE SHEET
31ST MARCH 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 13 - -
Tangible assets 14 111,671 101,794
Investments 15 - -
111,671 101,794

CURRENT ASSETS
Stocks 16 92,205 396,085
Debtors 17 10,458,789 5,786,964
Investments 18 52,995 121,919
Cash at bank and in hand 2,530,803 2,807,617
13,134,792 9,112,585
CREDITORS
Amounts falling due within one year 19 7,061,896 5,768,103
NET CURRENT ASSETS 6,072,896 3,344,482
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,184,567

3,446,276

CREDITORS
Amounts falling due after more than one
year

20

4,637,741

2,922,056
NET ASSETS 1,546,826 524,220

CAPITAL AND RESERVES
Called up share capital 23 486,752 486,750
Capital redemption reserve 1,283,250 1,283,250
Pre-acquisition reserves (217,180 ) (217,180 )
Other reserves 1,033,668 740,905
Retained earnings (1,039,664 ) (1,769,505 )
SHAREHOLDERS' FUNDS 1,546,826 524,220

The financial statements were approved by the Board of Directors and authorised for issue on 24th March 2025 and were signed on its behalf by:





F Garcia Hernandez - Director


ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

COMPANY BALANCE SHEET
31ST MARCH 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 13 162,885 184,603
Tangible assets 14 - -
Investments 15 1,555,385 1,552,820
1,718,270 1,737,423

CURRENT ASSETS
Cash at bank and in hand 566,455 524,191

CREDITORS
Amounts falling due within one year 19 - 375
NET CURRENT ASSETS 566,455 523,816
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,284,725

2,261,239

CAPITAL AND RESERVES
Called up share capital 23 486,752 486,750
Capital redemption reserve 1,283,250 1,283,250
Retained earnings 514,723 491,239
SHAREHOLDERS' FUNDS 2,284,725 2,261,239

Company's profit for the financial year 279,579 1,079,462

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

The financial statements were approved by the Board of Directors and authorised for issue on 24th March 2025 and were signed on its behalf by:





F Garcia Hernandez - Director


ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST MARCH 2024

Called up Capital
share Retained redemption
capital earnings reserve
£ £ £
Balance at 1st April 2022 1,770,000 71,772 -
Deficit for the year - (335,007 ) -
Other comprehensive income - (1,283,250 ) 1,283,250
Total comprehensive income - (1,618,257 ) 1,283,250
Reduction in share capital (1,283,250 ) - -
Dividends - (223,020 ) -
Balance at 31st March 2023 486,750 (1,769,505 ) 1,283,250
Profit for the year - 985,936 -
Other comprehensive income - - -
Total comprehensive income - 985,936 -
Issue of share capital 2 - -
Dividends - (256,095 ) -
Balance at 31st March 2024 486,752 (1,039,664 ) 1,283,250
Pre-acquisition Other Total
reserves reserves equity
£ £ £
Balance at 1st April 2022 (217,180 ) (49,938 ) 1,574,654
Deficit for the year - - (335,007 )
Other comprehensive income - 790,843 790,843
Total comprehensive income - 790,843 455,836
Reduction in share capital - - (1,283,250 )
Dividends - - (223,020 )
Balance at 31st March 2023 (217,180 ) 740,905 524,220
Profit for the year - - 985,936
Other comprehensive income - 292,763 292,763
Total comprehensive income - 292,763 1,278,699
Issue of share capital - - 2
Dividends - - (256,095 )
Balance at 31st March 2024 (217,180 ) 1,033,668 1,546,826

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST MARCH 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£ £ £ £
Balance at 1st April 2022 1,770,000 918,047 - 2,688,047

Changes in equity
Reduction in share capital (1,283,250 ) - - (1,283,250 )
Total comprehensive income - (203,788 ) 1,283,250 1,079,462
Dividends - (223,020 ) - (223,020 )
Balance at 31st March 2023 486,750 491,239 1,283,250 2,261,239

Changes in equity
Issue of share capital 2 - - 2
Total comprehensive income - 279,579 - 279,579
Dividends - (256,095 ) - (256,095 )
Balance at 31st March 2024 486,752 514,723 1,283,250 2,284,725

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (308,297 ) 456,708
Interest paid (1,093 ) (472 )
Tax paid (14,016 ) (116,897 )
Net cash from operating activities (323,406 ) 339,339

Cash flows from investing activities
Purchase of tangible fixed assets (4,194 ) (5,768 )
Sale of tangible fixed assets - 35,976
Gain/(loss) on revaluation of investment 11,953 (7,492 )
Interest received 2,163 2,808
Dividends received - 1,333
Net cash from investing activities 9,922 26,857

Cash flows from financing activities
Share buyback 2 (1,283,250 )
Equity dividends paid (256,095 ) (223,020 )
Net cash from financing activities (256,093 ) (1,506,270 )

Decrease in cash and cash equivalents (569,577 ) (1,140,074 )
Cash and cash equivalents at beginning of
year

2

2,807,617

3,156,848
Effect of foreign exchange rate changes 292,763 790,843
Cash and cash equivalents at end of year 2 2,530,803 2,807,617

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH 2024


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

2024 2023
£ £
Profit/(loss) before taxation 1,063,189 (355,970 )
Depreciation charges 31,152 30,450
Loss on disposal of fixed assets - 35,976
(Gain)/loss on revaluation of fixed assets (11,953 ) 7,492
Finance costs 1,093 472
Finance income (2,163 ) (4,141 )
1,081,318 (285,721 )
Decrease in stocks 303,880 74,619
(Increase)/decrease in trade and other debtors (4,643,088 ) 2,769,871
Increase/(decrease) in trade and other creditors 2,949,593 (2,102,061 )
Cash generated from operations (308,297 ) 456,708

2. CASH AND CASH EQUIVALENTS

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

Year ended 31st March 2024
31.3.24 1.4.23
£ £
Cash and cash equivalents 2,530,803 2,807,617
Year ended 31st March 2023
31.3.23 1.4.22
£ £
Cash and cash equivalents 2,807,617 3,156,848


ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH 2024


3. ANALYSIS OF CHANGES IN NET FUNDS

Other
non-cash
At 1.4.23 Cash flow changes At 31.3.24
£ £ £ £
Net cash
Cash at bank
and in hand 2,807,617 (276,814 ) 2,530,803
2,807,617 (276,814 ) 2,530,803

Liquid resources
Current asset
investments 121,919 (68,924 ) - 52,995
121,919 (68,924 ) - 52,995
Debt
Finance leases - - (36,835 ) (36,835 )
- - (36,835 ) (36,835 )
Total 2,929,536 (345,738 ) (36,835 ) 2,546,963

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2024


1. STATUTORY INFORMATION

ITS Group Holdings 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 General 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.

The financial statements are prepared in sterling which is the functional currency of the company.

Basis of consolidation
The group financial statements consolidate the financial statements of the ITS Group Holdings Limited and all of its subsidiary undertakings using acquisition accounting at the balance sheet date. A subsidiary is an entity that is controlled by another entity, known as the parent. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiary undertakings acquired or disposed of during a financial period are included from, or to, the effective date of acquisition or disposal. All financial statements are made up to 30 June each year. Intra group balances, sales and profits are eliminated fully on consolidation. Uniform accounting policies have been adopted across the group.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any accumulated impairment losses.

Turnover
Turnover represents net invoiced sales of goods and services, excluding value added tax.

In respect of maintenance agreements, income therefrom is released evenly over the period of the agreement.

Tangible fixed assets
Leasehold improvements- straight line over the length of the lease
Fixtures and fittings- 20% on reducing balance
Computer equipment- 33.3% on reducing balance

The above annual rates of depreciation are those rates used in the UK office. The company's branch in Spain provides depreciation on all classes of fixed assets on a straight line basis over 2 years. The branch in Serbia provides depreciation on its fixed assets at either 15% or 30% per annum, depending on the group of assets it falls within (as determined by the Serbian authorities).

The residual value of the company's assets and whether the value has been impaired are considered by the directors on an annual basis.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
Financial instruments are classified according to the substance of the financial instrument's contractual obligations, as financial assets, financial liabilities or equity instruments.

Financial instruments are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised costs.


ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and loss account, 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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

The company contributes to personal pension schemes for employees and directors. The assets of the schemes are held independently of the company by an insurance company. The amount charged to the profit and loss account is the contributions payable in the year.

Current asset investments
Investments held as current assets are recognised at fair value.

Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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.

The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.

Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The useful economic lives of the assets and residual values are assessed annually and may vary depending on a number of factors such as technological innovations, maintenance and projected disposal values.

4. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£ £
United Kingdom 12,191,890 13,325,658
Europe 3,279,442 5,258,205
United States of America 1,339,072 1,587,498
16,810,404 20,171,361

5. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 4,452,184 3,777,937
Social security costs 543,707 586,648
Other pension costs 162,303 152,168
5,158,194 4,516,753

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Management 4 4
Sales and Marketing 25 25
Developers and Quality Assurance 15 15
Finance and Human Resource 8 8
Sales Order Processing 16 13
Technical Services 20 26
Pre sales 8 -
96 91

2024 2023
£ £
Directors' remuneration 499,025 337,449
Directors' pension contributions to money purchase schemes 8,414 14,343

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 4 4

Information regarding the highest paid director is as follows:
2024 2023
£ £
Emoluments etc 166,416 168,727
Pension contributions to money purchase schemes - 8,392

6. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

2024 2023
£ £
Other operating leases 217,776 220,626
Depreciation - owned assets 31,152 30,450
Loss on disposal of fixed assets - 35,976
Auditors' remuneration for audit of the company's financial statements 36,000 14,200
Auditors' remuneration for non audit work 31,055 21,042
Foreign exchange differences (182,351 ) (39,682 )

7. EXCEPTIONAL ITEMS
2024 2023
£ £
Exceptional item (690,740 ) -

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


During the financial year, the group identified an incident of fraud that resulted in a financial loss. The total loss incurred was £690,740 and took place in the group's branch in Serbia. Management has duly investigated and audited the fraudulent incident and have put an action plan in place to prevent a similar occurrence in the future.

Although the group has reported the fraud to the Serbian judiciary, it has been confirmed that it is not possible to recover the financial loss and therefore, it has been written off in full in the Profit and Loss account in these Financial Statements.

8. INCOME FROM SHARES IN GROUP UNDERTAKINGS
2024 2023
£ £
Dividends received - 1,333

9. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Bank interest 385 -
HP interest payable 708 472
1,093 472

10. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax 85,736 (8,192 )
Corporation tax prior year adjustment (16,134 ) -
Total current tax 69,602 (8,192 )

Deferred tax:
Deferred tax 295 (12,771 )
Deferred tax prior year adjustment 7,356 -
Total deferred tax 7,651 (12,771 )

Tax on profit/(loss) 77,253 (20,963 )

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


10. TAXATION - continued

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Profit/(loss) before tax 1,063,189 (355,970 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 19 %)

265,797

(67,634

)

Effects of:
Expenses not deductible for tax purposes 195 7,971
Income not taxable for tax purposes - (253 )
Depreciation in excess of capital allowances 5,215 4,339
Utilisation of tax losses 22,889 -
Adjustments to tax charge in respect of previous periods (8,778 ) -

Foreign taxes (repayable)/paid 78,752 (2,132 )
Research and development enhanced deduction (204,163 ) -
Foreign taxes not subject to withholding tax (19,688 ) (530 )
Deferred tax movement (64,195 ) (12,771 )
Other tax deductions 1,229 50,047
Total tax charge/(credit) 77,253 (20,963 )

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£ £ £
Translation of foreign operations 292,763 - 292,763

2023
Gross Tax Net
£ £ £
Translation of foreign operations 790,843 - 790,843

11. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


12. DIVIDENDS
2024 2023
£ £
A Ordinary shares of £1 each
Interim - 37,170
B Ordinary shares of £1 each
Interim 93,126 24,780
C Ordinary shares of £1 each
Interim 23,281 12,390
D Ordinary shares of £1 each
Interim 93,125 99,120
E Ordinary shares of £1 each
Interim 46,563 49,560
256,095 223,020

13. INTANGIBLE FIXED ASSETS

Company
Goodwill
£
COST
At 1st April 2023
and 31st March 2024 217,180
AMORTISATION
At 1st April 2023 32,577
Amortisation for year 21,718
At 31st March 2024 54,295
NET BOOK VALUE
At 31st March 2024 162,885
At 31st March 2023 184,603

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


14. TANGIBLE FIXED ASSETS

Group
Fixtures
Improvements and Computer
to property fittings equipment Totals
£ £ £ £
COST
At 1st April 2023 43,438 170,521 163,873 377,832
Additions - 21,289 19,740 41,029
At 31st March 2024 43,438 191,810 183,613 418,861
DEPRECIATION
At 1st April 2023 41,074 100,925 134,039 276,038
Charge for year 2,364 15,843 12,945 31,152
At 31st March 2024 43,438 116,768 146,984 307,190
NET BOOK VALUE
At 31st March 2024 - 75,042 36,629 111,671
At 31st March 2023 2,364 69,596 29,834 101,794

15. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1st April 2023 1,552,820
Additions 2,565
At 31st March 2024 1,555,385
NET BOOK VALUE
At 31st March 2024 1,555,385
At 31st March 2023 1,552,820

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Info Technology Supply Limited
Registered office: 2 Hobbs House, Harrovian Business Village,Bessborough Road,Harrow,Middlesex, HA1 3EX
Nature of business: Production & distribution of IT systems
%
Class of shares: holding
Ordinary shares 100.00

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


15. FIXED ASSET INVESTMENTS - continued

Info Technology Supply Ltd.
Registered office: 6306 N. Cicero Ave. Chicago, IL 60646, United States of America
Nature of business: Distribution of products on behalf of the company
%
Class of shares: holding
Ordinary $10 shares 100.00

iTS Benelux B.V.
Registered office: Ruige Velddreef 135, 3831PG Leusden, Netherlands
Nature of business: Distribution of products on behalf of the company
%
Class of shares: holding
Common shares 100.00

ITS SW EU, S.L.
Registered office: Unipersonal, domiciliada actualmente en Madrid 28031, Spain
Nature of business: Distribution of products on behalf of the company
%
Class of shares: holding
Ordinary 100.00


At the balance sheet date, the company owned 100% of the shares in Info Technology Supply Limited and its three wholly subsidiary companies, iTS Benelux B.V., Info Technology Supply Ltd. and ITS SW EU, S.L.

16. STOCKS

Group
2024 2023
£ £
Finished goods 92,205 396,085

17. DEBTORS

Group
2024 2023
£ £
Amounts falling due within one year:
Trade debtors 2,358,392 2,628,880
Other debtors 568,479 44,858
Corporation tax recoverable - 35,458
Deferred tax asset 101,949 37,754
Deferred purchase costs 3,449,528 1,484,808
Prepayments 71,465 100,898
6,549,813 4,332,656

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


17. DEBTORS - continued

Group
2024 2023
£ £
Amounts falling due after more than one year:
Deferred purchase costs 3,908,976 1,454,308

Aggregate amounts 10,458,789 5,786,964

Deferred tax asset
Group
2024 2023
£ £
Deferred tax 37,754 24,983
Deferred taxation movement 64,195 12,771
101,949 37,754

18. CURRENT ASSET INVESTMENTS

Group
2024 2023
£ £
Listed investments 52,995 121,919

Market value of listed investments held by the group at 31st March 2024 - £52,995 (2023 - £121,919).

19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Trade creditors 1,409,661 1,214,915 - -
Amounts owed to group undertakings - - - 375
Taxation 23,050 - - -
Social security and other taxes 142,044 133,019 - -
VAT 471,995 260,456 - -
Other creditors 32,066 422,012 - -
Deferred income 4,761,291 3,590,794 - -
Accrued expenses 221,789 146,907 - -
7,061,896 5,768,103 - 375

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2024 2023
£ £
Hire purchase contracts (see note 21) 36,835 -
Deferred income 4,600,906 2,922,056
4,637,741 2,922,056

21. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£ £
Net obligations repayable:
Between one and five years 36,835 -

22. FINANCIAL INSTRUMENTS



Categorisation of financial instruments Group Company
£ £
Financial assets that are debt instruments measured at amortised cost 5,457,674 566,455

Financial liabilities measured at amortised cost 1,663,516 -

Financial assets measured at amortised cost comprises cash, trade debtors and other debtors.

Financial liabilities measured at amortised cost comprises trade creditors, other creditors, payments received on account and accrued expenses.

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
177,002 B Ordinary £1 177,002 177,000
(2023 - 177,000
)
44,250 C Ordinary £1 44,250 44,250
177,000 D Ordinary £1 177,000 177,000
88,500 E Ordinary £1 88,500 88,500
486,752 486,750

ITS GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 13582451)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


23. CALLED UP SHARE CAPITAL - continued

2 B Ordinary shares of £1 for cash of £14.

24. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

25. DEFERRED INCOME AND COSTS

In respect of sales of maintenance agreements, income is recognised evenly over the period of the agreement. At 31st March 2024, a total of £9,362,197 (2023 - £6,512,850) is being carried forward as shown in notes 19 and 20.

In respect of purchase of maintenance agreements, costs are recognised evenly over the period of the agreement. At 31st March 2024, a total of £7,358,504 (2023 - £2,939,116) is being carried forward as shown in note 17. The net income total being carried forward at 31st March 2024 of £2,003,693 (2023 - £3,573,734) will be recognised in subsequent years financial statements.

26. RELATED UNDERTAKINGS

These financial statements incorporate the financial results of the following subsidiaries.


Name of undertaking and nature of
business


Share class
% of share
class held
by group


Registered office address

Info Technology Supply Limited
Nature of business: Production and
distribution of advanced IT systems
Ordinary
shares
100 2 Hobbs House, Harrovian Business
Village, Bessborough Road, Harrow,
Middlesex HA1 3EX
iTS Benelux B.V.
Nature of business: Distribution of
products on behalf of the company
Common
shares
100 Ruige Velddreef 135, 3831PG
Leusden, Netherlands

Info Technology Supply Ltd.
Nature of business: Distribution of
products on behalf of the company
Ordinary
$10 shares
100 6306 N. Cicero Ave. Chicago, IL
60646, United States of America

ITS SW EU, S.L.
Nature of business: Distribution of
products on behalf of the company
Ordinary
shares
100 Unipersonal, domiciliada actualmente
en Madrid 28031, Spain


27. ULTIMATE CONTROLLING PARTY

In opinion of the members, there is no ultimate controlling party.