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Registered number: 05132091










SATISNET LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
SATISNET LIMITED
 

COMPANY INFORMATION


Directors
D Macfarlane 
P Maher 
D Williams 




Company secretary
R Matzopoulos



Registered number
05132091



Registered office
The Scalpel
18th Floor

52 Lime Street

London

EC3M 7AF




Trading Address
210 Butterfield
The Village

Great Marlings

Luton

Bedfordshire

LU2 8DL






Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

2 Lace Market Square

Nottingham

NG1 1PB





 
SATISNET LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 10
Statement of Comprehensive Income
11
Statement of Financial Position
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 29


 
SATISNET LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction and business review
 
Satisnet Limited is a Cybersecurity Integrator providing security tools and services to corporates in the UK and around the world. 
The last few years have seen the Company develop its managed security services provisions to a wider customer base whilst maintaining its standing as a value added reseller. 
The Company continued to perform well, due in part to the Company expanding further into the role of a managed cyber security service provider, driven by customers' demand for a more turnkey solution as they struggle to recruit and retain skilled cybersecurity expertise. This challenge will remain and Satisnet intends to grow its cybersecurity capability to meet this demand. As the worldwide demand for skilled cybersecurity expertise grows, the Company will face its own challenges in recruiting and retaining suitably qualified personnel so will continue.

Principal risks and uncertainties
 
The directors set out the principal risks facing the business below. The risks outlined are as published in the financial statements for the year ended 31 December 2024 of the ultimate parent company Gamma Communications plc, however the directors of Satisnet Limited also consider these to be applicable to this Company:
Slow responses to shifts in the competitive landscape, leading to a decline in market share
Potential Impact
If the Company loses its competitive edge, in terms of product, pricing strategy and service development, then its plans for revenue growth and market position may be negatively impacted. This would be caused by the loss of its customers and a diluted addressable market.
Mitigating actions 
• Gamma consistently gathers market insight to ensure that its products, marketing and customer service    are closely aligned to the evolution of market demands and adoption of relevant technologies.
• In addition, Gamma monitors the development of third-party products to ensure a fast follower approach    when taking products to market.
• Gamma’s build, buy or partner strategies are informed by its competitive position and strengths in key    market segments.
Changes in the year 
Gamma has continued to observe both market consolidation and advancing cyber security product portfolios from global technology giants targeting certain market segments, particularly large enterprise. Gamma responds to these types of market trends by continually testing the relevance of its own product portfolio within each market.
Opportunities 
Gamma’s continued ability to select the right market segments to serve with its own products as well as distribute third-party products will widen its addressable market.
Over-reliance on any single supplier
Potential Impact
An over-reliance on any single supplier may result in missed opportunities where supplier market-led plans are misaligned with Gamma's core markets. Failure of key suppliers to perform may have an impact on the Company’s ability to deliver products and services and its creditability in the business market.



 
Page 1

 
SATISNET LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Mitigating actions
Gamma reviews and adjusts the Company's policy and plans regarding the diversification of its supply chain.
Gamma continues to carefully consider build, buy or partner strategies, reducing the risk of over-reliance on any one supplier.
Gamma performs ongoing supplier monitoring through regular performance reviews and adherence to  service KPIs.
Gamma utilises market intelligence to understand the competitive landscape and the intentions of strategic suppliers. 
Increased investment in portals to streamline the onboarding of new suppliers.
 
Changes in the year 
Throughout 2024, Gamma has formed new supplier relationships to enhance its market opportunities across the UK and Europe. As a result, certain suppliers have become more strategically important. 
Opportunities 
Continuing to leverage multiple long term partnerships with suppliers in key product and technology is inherent in our business model. This will increase Gamma’s addressable markets and geographical reach.
Inability to attract and retain talent
Potential impact 
Gamma is dependent on its employees to achieve its strategic priorities. Therefore, reliance is placed on the Company’s ability to recruit, develop and retain employees. If the Company loses key people, this could have an impact on its ability to deliver business objectives.
Mitigating actions
Nurturing talent across Gamma remains a crucial part of its strategy and internal succession plans. 
Gamma conducts a regular review of remuneration packages (cash compensation, benefits and share schemes) to ensure they are competitive within the market place. 
Training and communication with employees as well as maintaining annual performance review processes which promote positive employee engagement. 
Employee satisfaction is measured biannually using an engagement survey. Anonymous feedback is collated which enables managers to act more swiftly to reinforce positive trends.
 
Changes in the year 
Gamma has introduced a new online learning platform, offering employees access to live and on-demand courses to support their learning and development. Throughout the year, tailored training has also been provided to the SLT and line managers. Additionally, enrolment in our apprenticeship programme is ongoing, and we are preparing to launch a new mentoring programme to further enhance employee growth and support. 
Opportunities 
The growth of the Group has increased the opportunities for internal promotion and transfers which will enable Gamma to develop its workforce of the future. Over a quarter of all appointments during 2024 resulted from internal move
Unplanned service disruption
Potential impact 
If any of Gamma’s services are disrupted, and therefore unavailable to its customers, for any material length of time, then this could result in loss of customer confidence. 
Mitigating actions 
• Gamma has a comprehensive operational governance framework to manage the availability and     performance of services.
• Business continuity planning and disaster recovery plans are established in critical areas.
• A 24/7 crisis response framework is utilised and regularly tested. 

 
Page 2

 
SATISNET LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024



Changes in the year 
In 2024, business continuity and disaster recovery plans were expanded beyond the UK and introduced into our European countries, ensuring all subsidiaries have aligned business continuity and disaster controls in place. The Company continuously invests in enhancing and upgrading the infrastructure that supports its products and services, ensuring the implementation of resilient design.
Opportunities 
Continuing the programme of investment in Gamma’s resilience and crisis management policies and processes will further differentiate Gamma in the business market. This could lead to higher than anticipated customer and product growth.
Data loss and cyber attacks
Potential impact 
A major security incident could have a significant reputational impact and in some cases impact Gamma’s commercial position. Potential fines could also be enforced if the Company were found to be in breach of its obligations relating to various regulations e.g. the Telecommunications Security Act (“TSA”), Network and Information Systems Security (“NIS2”) or the General Data Protection Regulations (“GDPR”). Largescale and complex cyber attacks, such as ransomware attacks, may become more frequent and severe as hackers, data thieves and other threat actors are becoming increasingly sophisticated in using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence.
Mitigating actions 
Ongoing penetration testing and continuous compliance checks are extended across critical infrastructure.
Integrated security behaviours training is in place and well adopted.
Ongoing investment in Gamma's cyber security strategy will continue to advance threat detection and controls.
Continual review of adherence to ISO 27001 and National Cyber Security Centre Essentials Plus schemes  are in place within the Company.
Gamma has representation on industry forums to stay aware of emerging threats. 
 
Changes in the year 
Through partnerships with bigger companies with global brands and growth in the UK public sector, Gamma is becoming increasingly visible to malicious actors. Large-scale and complex cyber attacks, such as ransomware attacks, may increase in frequency and magnitude as hackers, data thieves and other threat actors are becoming increasingly sophisticated in using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence. 
Gamma has continued to evolve its security control environment and governance structure at pace, investing in both personnel and technology to improve security in 2024. Gamma’s standard security controls have matured to include routine and bespoke penetration testing; continuous compliance checks; and integrated security behaviours training, which is mandatory for all employees.
Opportunities 
Continuing the evolution of Gamma’s approach to security controls and embedding these in Gamma’s day-today operations will allow the Company to continue to leverage its reputation as a robust and credible communications provider to the business market. Gamma uses Satisnet, our own cyber specialist company, as our first line Managed Security Service Provider (“MSSP”) to enhance our security controls.




 
Page 3

 
SATISNET LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Existing routes to market and product strategy not aligned to changing customer buying behaviours and needs
Potential impact 
Gamma’s inability to adapt to market changes in a timely manner could limit its opportunity to grow, as the business needs to have access to the largest possible proportion of its target audience for each of its key products and services. If new routes to market are not identified and executed successfully this could result in competitors gaining market share. Additionally, if Gamma fails to deliver against market demands, products are likely to become unattractive to existing and prospective customers resulting in lost revenue and market share.
Mitigating actions
Gamma continually assesses the effectiveness of its current routes to market: direct, indirect and digital. 
The Company also routinely assesses how customer buying behaviour is changing in its core markets. 
Gamma’s product strategy is regularly assessed to diversify and/or rationalise Gamma’s portfolio according to market demands.
Gamma ensures that it maintains a two-way dialogue with its customers to understand their needs, primarily via direct customer and wholesale Channel Partner feedback processes 
 
Assessing the creditworthiness rating of existing customers and through regular reviews of the trade receivables’ ageing analysis. Expected impairment for trade receivables is calculated based on historical default rates. At the reporting date the Company does not expect any losses from non-performance by the counterparties in addition to those already provided against.

Key performance indicators
 
Given the straight forward nature of the business, the directors are of the opinion that the financial review is sufficient and that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

Financial review
 
The Company generated turnover of £10,934,774 for the year (2023: £12,775,426), yielding gross profits of £3,587,272 (2023: £3,645,351), leaving the Company with net assets of £2,145,676 (2023: £4,240,214) at 31 December 2024.
Gross profit margins for the year have increased to 32.8% (2023: 28.5%) due to the focus on increasing work in the managed services sector which has relatively high profit margins.
Administration expenses have decreased to £2,812,551 (2023: £3,575,989) due to additional costs having been incurred in 2023 as a result of the sale of the Company to Gamma.
The company generated a profit after tax of £605,462 (2023: loss of £37,529).


This report was approved by the board and signed on its behalf.



P Maher
Director
Date: 22 July 2025

Page 4

 
SATISNET LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £605,462 (2023: loss £37,529).

The directors have recommended and have paid dividends of £2,700,000 (2023: £2,584,007)

Directors

The directors who served during the year were:

D Macfarlane 
P Maher 
D Williams 

Ultimate parent company

The ultimate controlling party is Gamma Communications plc as the Company is a wholly owned subsidiary.

Future developments

The Strategic Report contains an overview of the principal activities and future strategy of the Company. The directors do not anticipate any significant change to these in the foreseeable future. 

Qualifying third party indemnity provisions

The Company has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Company.

Page 5

 
SATISNET LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Matters covered in the Strategic Report

Details of the principal risks and uncertainties facing the Company and its financial risk management objectives and policies are given in the Strategic report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director 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 auditors are aware of that information.

Auditors

The auditorsPKF Smith Cooper Audit Limitedwill 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.
 





P Maher
Director
Date: 22 July 2025

Page 6

 
SATISNET LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SATISNET LIMITED
 

Opinion


We have audited the financial statements of Satisnet Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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.


Page 7

 
SATISNET LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SATISNET LIMITED (CONTINUED)


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' 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 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 Directors' Responsibilities Statement set out on page 5, 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 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 directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
SATISNET LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SATISNET LIMITED (CONTINUED)


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 an Auditors' 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.


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:

Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to:
 
Management bias in respect of accounting estimates and judgements made;
Management override of control;
Posting of unusual journals or transactions.

We focused on those areas that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 9

 
SATISNET LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SATISNET LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Sarah Flear (Senior Statutory Auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
2 Lace Market Square
Nottingham
NG1 1PB

22 July 2025
Page 10

 
SATISNET LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Revenue
 4 
10,934,774
12,775,426

Cost of sales
  
(7,347,502)
(9,130,075)

Gross profit
  
3,587,272
3,645,351

Administrative expenses
  
(2,812,551)
(3,575,989)

Operating profit
 5 
774,721
69,362

Profit/(loss) on disposal of investments
  
-
16,093

Interest receivable and similar income
 9 
271,824
37,333

Interest payable and similar expenses
 10 
(2,834)
(145,355)

Profit/(loss) before tax
  
1,043,711
(22,567)

Tax on profit/(loss)
 11 
(438,249)
(14,962)

Profit/(loss) for the financial year
  
605,462
(37,529)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
SATISNET LIMITED
REGISTERED NUMBER: 05132091

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

  

Non-current assets
  

Tangible fixed assets
 13 
26,542
34,362

Right-of-use assets
 14 
8,651
60,523

  
35,193
94,885

Current assets
  

Trade and other receivables: amounts falling due after more than one year
 15 
648,468
1,098,826

Trade and other receivables
 15 
4,629,318
7,220,184

Cash and cash equivalents
 16 
4,156,584
5,791,637

  
9,434,370
14,110,647

Trade and other payables
 17 
(6,461,654)
(8,647,518)

Net current assets
  
 
 
2,972,716
 
 
5,463,129

Total assets less current liabilities
  
3,007,909
5,558,014

  

Trade and other payables due after more than one year
 18 
(786,180)
(1,249,171)

  
2,221,729
4,308,843

Provisions for liabilities
  

Deferred taxation
 19 
(6,288)
(8,166)

Other provisions
 20 
(69,765)
(60,463)

  
 
 
(76,053)
 
 
(68,629)

  

Net assets
  
2,145,676
4,240,214


Capital and reserves
  

Called up share capital 
 21 
1
1

Profit and loss account
 22 
2,145,675
4,240,213

  
2,145,676
4,240,214


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

P Maher
Director
Date: 22 July 2025

The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
SATISNET LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
1
191,822
6,669,927
6,861,750



Loss for the year
-
-
(37,529)
(37,529)

Transfer realised gains to profit and loss account
-
-
191,822
191,822

Dividends
-
-
(2,584,007)
(2,584,007)

Transfer realised gains to profit and loss account
-
(191,822)
-
(191,822)



At 1 January 2024
1
-
4,240,213
4,240,214



Profit for the year
-
-
605,462
605,462

Dividends
-
-
(2,700,000)
(2,700,000)


At 31 December 2024
1
-
2,145,675
2,145,676


The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Satisnet Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The Company's registered number, trading address and registered office address can be found on the Company Information page.
The principal activity of the Company in the year under review was that of a cybersecurity integrator providing security tools and services.
The presentation currency of the financial statements is the Pounds Sterling (£) and the financial statements are rounded to the nearest £1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Gamma Communications Plc as at 31 December 2024 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

In preparing the financial statements on a going concern basis, the Directors have paid due regard to the relevant forecast financial information, including cash flows, and factored in sensitivities. In the Directors' opinion, the Company is a going concern for a minimum of twelve months from the date of the approval of the financial statements.

Page 14

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.5

Revenue

Revenue recognition 

Revenue represents the fair value of the consideration received or receivable for the provision of cyber security services and equipment sales, net of discounts and sales taxes. 
Revenue is recognised when the Company has fulfilled its performance obligations under the relevant customer contract. 
The Company sells a number of cyber security products which typically consists of software subscriptions, professional services, equipment sales and managed services. Revenue for each element of the sale of the product is recognised as described below. 
To the extent that invoices are raised in a different pattern to the revenue recognition described below, appropriate adjustments are made through contract assets and contract liabilities to account for revenue when the performance obligations have been met. Contract assets are recognised when the right to consideration is met in advance of billing. Contract liabilities are recognised where a customer has paid consideration prior to the transfer of the related good or service. 
Subscriptions and Managed Services
Revenue from subscriptions are recognised as revenue as the service is provided. Managed Service fees primarily related to Security Operation Centre services are charged monthly and recognised as the service is provided.
Professional Services
Revenue from professional services are recognised when the service is provided. 
Equipment sales
Revenue from the sale of peripheral and other equipment is recognised when the control of the asset has transferred to the buyer, which is normally the date the equipment is delivered and accepted by the customer. 
Arrangements with multiple deliverables
Where goods and/or services are sold in one bundled transaction, the Company allocates the total arrangement’s consideration to the different individual elements based on their relative fair values. Management determines the fair values of individual components based on actual amounts charged by the Company on a stand-alone basis, or alternatively based on comparable pricing arrangements observable in the market.

Page 15

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate specific to the type of asset.

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;


The lease liability is included in 'Creditors' on the Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Tangible Fixed Assets' as applicable, in the Statement of Financial Position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.11.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs 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.

Page 16

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 reporting 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 reporting 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 reporting date.


 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 17

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold property improvements
-
25%
Straight line
Fixtures, fittings and equipment
-
25%
Straight line
Computer equipment
-
25%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.12

Right-of-use assets and depreciation

Right-of-use assets (which comprise of leasehold property) are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is calculated so as to write off the cost of a tangible asset, less its estimated residual value, over the term of the lease.

 
2.13

Debtors

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.

 
2.14

Cash and cash equivalents

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.

 
2.15

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 18

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at amortised cost.

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 19

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Sources of estimation uncertainty
The preparation of the financial statements requires the Company to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. These estimates and associated 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 of the period of the revision and future periods if the revision affects both current and future periods.
Critical accounting estimates and judgements
The preparation of financial statements in conformity with lFRSs requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of turnover and expenses during the reporting period.
Estimates and judgements are continually made and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. As the use of estimates is inherent in financial reporting, actual results could differ from these estimates.
The directors believe the following to be the key areas of estimation and judgement:
(i) Revenue relating to software contracts
As described in the revenue accounting policy section, revenue relating to software contracts is deferred within contract liabilities and released to the statement of comprehensive income on a straight line basis over the contract term.
(ii) Costs incurred relating to software contracts
Costs relating to software contracts are included on the balance sheet within contract related costs where required and released to the statement of comprehensive income on a straight line basis over the contract term.

Page 20

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Revenue

An analysis of revenue by class of business is as follows:


2024
2023
£
£

Sale of goods
10,472,955
12,455,438

Consulting
461,819
319,988

10,934,774
12,775,426


Analysis of revenue by country of destination:

2024
2023
£
£

United Kingdom
9,393,293
11,133,593

Rest of Europe
1,105,071
821,932

Rest of the world
436,410
819,901

10,934,774
12,775,426



Assets and liabilities related to contracts with customers

The Company has recognised the following assets and liabilities related to contracts with customers:


2024
2023
£
£



Total current contract assets
3,389,889
4,272,924

Total non current contract assets
648,468
1,098,826

Total current contract liabilities
4,502,031
6,088,710

Total non current contract liabilites
786,180
1,246,135

Revenue recognised that was included in the contract liability balance at the beginning of the period
6,088,710
7,172,952

Revenue recognised from performance obligations satisfied in previous periods
-
-

Contract assets and contract liabilities are included within debtors and creditors respectively within the statement of financial position. They arise from the company’s software, managed services and consultancy revenue streams, where contracts can take more than one year to complete because cumulative payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts.
The balance of contract assets and contract liabilities at 1 January 2023 was £6,001,089 and £7,941,535 respectively.

Page 21

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of owned tangible fixed assets
21,681
25,191

Depreciation of right-of-use assets
51,872
50,928

Exchange differences
(2,697)
(31,173)

Defined contribution pension cost
61,962
189,176


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
16,700
16,250


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
2,193,908
2,463,062

Social security costs
202,713
334,802

Cost of defined contribution scheme
61,962
189,176

2,458,583
2,987,040


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Staff
41
46



Directors
-
1

41
47

Page 22

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
-
7,446


No directors were paid by the Company during the year (2023 - 1).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
271,824
37,333


10.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
2,834
13,323

Other interest payable
-
132,032

2,834
145,355


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
263,719
73,690

Adjustments in respect of previous periods
176,408
(53,884)


Total current tax
440,127
19,806

Deferred tax


Origination and reversal of timing differences
(1,879)
(4,568)

Changes to tax rates
-
(292)

Adjustment in respect of prior periods
1
16

Total deferred tax
(1,878)
(4,844)


Tax on profit/(loss)
438,249
14,962
Page 23

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
1,043,711
(22,567)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
260,928
(5,308)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
912
35,418

Adjustments to tax charge in respect of prior periods
176,409
(53,868)

Capital gains
-
39,007

Other differences leading to an increase (decrease) in the tax charge
-
(287)

Total tax charge for the year
438,249
14,962


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Dividends
2,700,000
2,584,007

Page 24

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Leasehold property improvements
Fixtures, fittings and equipment
Computer Equipment
Total

£
£
£
£



Cost


At 1 January 2024
70,489
7,980
102,536
181,005


Additions
-
509
15,041
15,550


Disposals
-
(4,573)
-
(4,573)



At 31 December 2024

70,489
3,916
117,577
191,982



Depreciation


At 1 January 2024
69,743
4,271
72,629
146,643


Charge for the year on owned assets
746
963
19,972
21,681


Disposals
-
(2,884)
-
(2,884)



At 31 December 2024

70,489
2,350
92,601
165,440



Net book value



At 31 December 2024
-
1,566
24,976
26,542



At 31 December 2023
746
3,709
29,907
34,362

Page 25

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Right-of-use assets





Leasehold property

£



Cost


At 1 January 2024
112,399



At 31 December 2024

112,399



Depreciation


At 1 January 2024
51,876


Charge for the period
51,872



At 31 December 2024

103,748



Net book value



At 31 December 2024
8,651



At 31 December 2023
60,523

The total cash outflow relating to leases in the year amounted to £60,463 (2023: £60,463).

Page 26

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Trade and other receivables

2024
2023
£
£

Due after more than one year

Contract related costs
648,468
1,098,826


2024
2023
£
£

Due within one year

Trade debtors
947,965
2,313,499

Amounts owed by group undertakings
197,504
406,500

Other debtors
18,439
19,860

Prepayments
75,521
207,401

Contract related costs
3,389,889
4,272,924

4,629,318
7,220,184



16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
4,156,584
5,791,637



17.


Trade and other payables

2024
2023
£
£

Contract liabilities
4,502,031
6,088,710

Trade creditors
352,160
1,193,450

Corporation tax
301,376
3,437

Other taxation and social security
152,539
399,014

Lease liabilities
-
55,158

Other creditors
196,948
179,534

Accruals
956,600
728,215

6,461,654
8,647,518


Page 27

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Trade and other payables due after more than one year

2024
2023
£
£

Lease liabilities
-
3,036

Contract liabilities
786,180
1,246,135

786,180
1,249,171



19.


Deferred taxation




2024


£






At beginning of year
(8,166)


Charged to profit or loss
1,878



At end of year
(6,288)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(6,288)
(8,166)


20.


Provisions




Dilapidations Provision

£





At 1 January 2024
60,463


Charged to profit or loss
9,302



At 31 December 2024
69,765


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1


Page 28

 
SATISNET LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Reserves

Profit and loss account

This reserve represents the cumulative distributable reserves of the Company.


23.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £61,962 (2023: £189,176). Contributions totalling £Nil (2023: £Nil) were payable to the fund at the reporting date.


24.


Transactions with directors

Dividends to a former shareholder and director
Dividends of £Nil (2023: £3,207,958) were paid to a former director who was also the sole shareholder as at the date of payment.


25.


Related party transactions

The Company has taken the available exemptions in relation to disclosure of key management personnel and disclosure of transactions and balances with entities within a wholly owned group.


26.


Controlling party

The ultimate controlling party is Gamma Communications plc as the Company is a wholly owned subsidiary.
The largest group in which the results of the Company are consolidated is Gamma Communications plc. Copies of the consolidated financial statements of Gamma Communications plc are available from Companies House, Crown Way, Cardiff, CF14 3UZ.


Page 29