REGISTERED NUMBER: 04250112 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Somerford Associates Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr A G Davies

Mr J W Astley

Mrs P J Harrison

Mr R B Viccajee

REGISTERED OFFICE:

Park House

Church Place

Swindon

Wiltshire

SN1 5ED

REGISTERED NUMBER:

04250112 (England and Wales)

SENIOR STATUTORY AUDITOR:

Andrew Cook

AUDITORS:

Andrew R Cook Chartered Accountants

Northfield House

Shurdington Road

Bentham

Cheltenham

Gloucestershire

GL51 4UA

The directors present their strategic report for the year ended 31 December 2024.

The principal activity of the company in the year under review was that of the sale of third party software and related consultancy.

REVIEW OF BUSINESS

During 2024 our revenues grew to £30,600,215, which is a slight increase compared to 2023. Our licence revenue provided a higher percentage of 2024 revenue, accompanied by a decrease in our delivery services revenue which reduced our gross profit and EBIT compared to 2023. We expect our services revenues to rebound to more normal levels in 2025, which has already happened during Q1 2025. During 2024 we invested in the development of the sales pipeline of our UAE subsidiary, which has already resulted in revenue during Q1 2025. We expect that the UAE contribution to the Group will increase during 2025. We also expect UK licence revenue to increase again in 2025.

In readiness for our expected growth in 2025 we have continued to invest in our team, both in terms of education and sales skills. Our 2024 operating costs increased to £5,215,246, an increase of 7% compared to 2023.

We are still seeing significant growth opportunities in our market, both in the UK and UAE. We have not experienced any reduction in planned spend from our customers due to the October announcement of increased employers national insurance contributions.

PRINCIPAL RISKS AND UNCERTAINTIES

Our strategy continues to be to add value to our Customers software purchases by implementing projects utilising our own technical resources to accelerate our Customers time to value. This approach continues to require a significant investment in our team's education and vendor certifications. Whilst this investment generates short term costs for us as our staff follow their education and certification journeys, it continues to differentiate us from competitors. It provides us with the foundation to sell and deliver new use cases, which generates additional licence sales by aligning with our customers requirements We continue to develop strong working relationships with our partners to ensure we collaborate to maximise our resources for the benefit of our customers.

Employee related risks

Whilst we continue to invest in our team, we appreciate we are in a competitive market. We have increased our employee benefits in 2024 to ensure we remain an appealing company to both join and stay long term. We continued to deliver the majority of our services remotely in 2024, but we did start to experience a growing number of our commercial delivery services where a portion of the delivery was onsite. We expect this to continue to grow in 2025 as more of our customers return to the office 5 days a week. We continue to monitor how our customers' staff strategies develop, and monitor our customers' requirements and amend our working practices accordingly.

Operational Risk

We regularly review our operating performance and ensure that we are utilising our resources effectively to deliver for our customers. Whilst we saw a reduction in services delivered in 2024, we expect this to be an anomaly, with delivery returning to it's 2023 levels in 2025. Our recruitment plans are aligned with this expected growth.

We have a diverse customer base, including many large corporates and government agencies. A large proportion of our revenue is annual recurring in nature, which provides us with a firm foundation to estimate future revenue expectations.

We have no debt within the business, we generate positive cash flow and EBIT. We have invested to ensure that our management structure is in place to support our ongoing growth plans.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Liquidity risk

The Company continues to generate positive cash flows that are utilised to fund future growth. The Directors expect to be able to continue to fund such future growth organically, without the requirement of external funds.

ON BEHALF OF THE BOARD:

Mr A G Davies - Director

30 June 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 700,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr A G Davies

Mr J W Astley

Mrs P J Harrison

Mr R B Viccajee

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Andrew R Cook Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A G Davies - Director

30 June 2025

Opinion

We have audited the financial statements of Somerford Associates Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).

- We obtained an understanding of the legal and regulatory requirements applicable to the company financial statements or that had a fundamental effect on the operations of the company. We determined that the most significant laws included UK GAAP, UK Companies Act 2006 and taxation laws;

- We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal compliance procedures.

- We assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;-

- challenging assumptions and judgements made by management in its significant accounting estimates; and

- identifying and testing journal entries, in particular any journal entries with unusual characteristics.

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.

Andrew Cook (Senior Statutory Auditor)

for and on behalf of Andrew R Cook Chartered Accountants

Northfield House

Shurdington Road

Bentham

Cheltenham

Gloucestershire

GL51 4UA

30 June 2025

TURNOVER

30,600,215

29,785,553

Cost of sales

25,087,594

23,352,713

GROSS PROFIT

5,512,621

6,432,840

Administrative expenses

4,960,437

4,618,235

OPERATING PROFIT

4

552,184

1,814,605

Interest receivable and similar income

-

4,478

PROFIT BEFORE TAXATION

552,184

1,819,083

Tax on profit

5

137,728

425,417

PROFIT FOR THE FINANCIAL YEAR

414,456

1,393,666

PROFIT FOR THE YEAR

414,456

1,393,666

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

414,456

1,393,666

FIXED ASSETS

Tangible assets

7

52,192

17,725

Investments

8

21,368

21,368

73,560

39,093

CURRENT ASSETS

Debtors

9

13,347,964

8,648,754

Cash at bank

493,588

1,632,329

13,841,552

10,281,083

CREDITORS

Amounts falling due within one year

10

11,845,013

7,973,150

NET CURRENT ASSETS

1,996,539

2,307,933

TOTAL ASSETS LESS CURRENT LIABILITIES

2,070,099

2,347,026

PROVISIONS FOR LIABILITIES

11

13,048

4,431

NET ASSETS

2,057,051

2,342,595

CAPITAL AND RESERVES

Called up share capital

12

51,000

51,000

Retained earnings

13

2,006,051

2,291,595

SHAREHOLDERS' FUNDS

2,057,051

2,342,595

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on its behalf by:

Mr A G Davies - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

51,000

1,447,929

1,498,929

Changes in equity

Dividends

-

(550,000

)

(550,000

)

Total comprehensive income

-

1,393,666

1,393,666

Balance at 31 December 2023

51,000

2,291,595

2,342,595

Changes in equity

Dividends

-

(700,000

)

(700,000

)

Total comprehensive income

-

414,456

414,456

Balance at 31 December 2024

51,000

2,006,051

2,057,051

Cash flows from operating activities

Cash generated from operations

1

495,044

1,458,240

Tax paid

(626,826

)

(25,924

)

Net cash from operating activities

(131,782

)

1,432,316

Cash flows from investing activities

Purchase of tangible fixed assets

(47,501

)

(10,297

)

Purchase of fixed asset investments

-

(21,368

)

Amounts owed by group undertakings

(259,458

)

(59,492

)

Interest received

-

4,478

Net cash from investing activities

(306,959

)

(86,679

)

Cash flows from financing activities

Equity dividends paid

(700,000

)

(550,000

)

Net cash from financing activities

(700,000

)

(550,000

)

(Decrease)/increase in cash and cash equivalents

(1,138,741

)

795,637

Cash and cash equivalents at beginning of year

2

1,632,329

836,692

Cash and cash equivalents at end of year

2

493,588

1,632,329

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

31.12.24

31.12.23

£

£

Profit before taxation

552,184

1,819,083

Depreciation charges

13,034

8,842

Finance income

-

(4,478

)

565,218

1,823,447

(Increase)/decrease in trade and other debtors

(4,439,752

)

828,591

Increase/(decrease) in trade and other creditors

4,369,578

(1,193,798

)

Cash generated from operations

495,044

1,458,240

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 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

493,588

1,632,329

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,632,329

836,692

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

1,632,329

(1,138,741

)

493,588

1,632,329

(1,138,741

)

493,588

Total

1,632,329

(1,138,741

)

493,588

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for services and software rendered, net of discounts and Value Added Tax, and in accordance with the guidelines laid out in FRS 102.

Revenue from the provision of third party software is measured when the significant risks and rewards of ownership have transferred to the buyer. Software licensing revenue is recognised (yearly in advance, as required) when the licence is despatched to the customer and there are no ongoing obligations associated with the licence. Associated maintenance revenue is recognised in the month of sale only if there are no ongoing obligations which would require the revenue to be recognised over a longer period. Maintenance revenues are also fully recognised in the month of sale where full liability for maintenance rests with the third party provider. Any associated costs relating to the provision of the software licence and maintenance revenue are provided in full in the month of sale.

Tangible fixed assets

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

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax where material. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable are charged to the profit and loss account in the period to which they relate.

Going concern

The directors have a reasonable expectation that the company has sufficient cash and reserves available to be able to continue in operational existence for a period of at least twelve months from the date of signing this report.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

3,967,910

3,591,053

Social security costs

453,662

424,781

Other pension costs

106,472

105,219

4,528,044

4,121,053

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

31.12.24

31.12.23

Sales

16

17

Marketing

6

6

Technical

38

37

Administrative

6

5

66

65

Total directors' emoluments during the year amounted to £182,909 (2023 - £244,285).

During the year retirement benefits were accruing to 2 directors (2023 - 3) in respect of defined contribution schemes.

Company contributions to defined contribution pension schemes on behalf of the directors were £4,203 (2023 - £7,179).

The highest paid director received remuneration of £91,000 (2023 - £115,123).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,550 (2023 - £3,454).

.

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

£

£

Depreciation - owned assets

13,034

8,842

Auditors' remuneration

10,350

9,945

5.

TAXATION

Analysis of the tax charge

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

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

129,111

425,053

Deferred tax

8,617

364

Tax on profit

137,728

425,417

6.

DIVIDENDS

31.12.24

31.12.23

£

£

Interim

700,000

550,000

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

12,579

28,381

40,960

Additions

5,570

41,931

47,501

Disposals

-

(6,122

)

(6,122

)

At 31 December 2024

18,149

64,190

82,339

DEPRECIATION

At 1 January 2024

10,941

12,294

23,235

Charge for year

526

12,508

13,034

Eliminated on disposal

-

(6,122

)

(6,122

)

At 31 December 2024

11,467

18,680

30,147

NET BOOK VALUE

At 31 December 2024

6,682

45,510

52,192

At 31 December 2023

1,638

16,087

17,725

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

21,368

NET BOOK VALUE

At 31 December 2024

21,368

At 31 December 2023

21,368

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

Somerford Middle East Computer Systems Trading LLC

Registered office: Jebel Ali - Office 1101, 164 King of Tides Ships Limited

Nature of business: Computer Systems and Communication Software

%

Class of shares:

holding

100 Ordinary of 1,000 AED each

100.00

31.12.24

31.12.23

£

£

Aggregate capital and reserves

(314,754

)

(57,371

)

Loss for the year/period

(257,754

)

(78,739

)

As a wholly owned subsidiary of Somerford Holdings Limited, registered at Park House, Church Place, Swindon, Wilts, SN1 5ED, Somerford Associates Limited has taken advantage of the exemption to prepare and deliver group accounts.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

13,016,693

8,536,016

Provision for doubtful debts

(28,889

)

(28,889

)

Amounts owed by group undertakings

318,949

59,491

Prepayments

35,451

32,376

Deposits in advance

5,760

5,760

Costs invoiced in advance

-

44,000

13,347,964

8,648,754

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

11,266,683

6,808,003

Corporation tax

(84,290

)

413,425

Social security and other taxes

113,265

117,586

VAT

149,920

346,491

Other creditors

14,002

-

Accrued expenses

385,433

238,756

Contract fees invoiced in advance

-

48,889

11,845,013

7,973,150

11.	PROVISIONS FOR LIABILITIES

31.12.24

31.12.23

£

£

Deferred tax

Provision for deferred tax

13,048

4,431

Deferred

tax

£

Balance at 1 January 2024

4,431

Provided during year

8,617

Balance at 31 December 2024

13,048

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

51,000

Ordinary

£1

51,000

51,000

13.

RESERVES

Retained

earnings

£

At 1 January 2024

2,291,595

Profit for the year

414,456

Dividends

(700,000

)

At 31 December 2024

2,006,051

14.	ULTIMATE PARENT COMPANY

Somerford Holdings Limited is regarded by the directors as being the company's ultimate parent company.