ITHQ Ltd Company accounts

COMPANY REGISTRATION NUMBER: 12269978

ITHQ Ltd

Unaudited Financial Statements

31 March 2025

ITHQ Ltd

Financial Statements

Year ended 31 March 2025

Contents	Page

Directors' report	1

Statement of comprehensive income	2

Statement of financial position	3

Statement of changes in equity	5

Statement of cash flows	6

Notes to the financial statements	7

ITHQ Ltd

Directors' Report

Year ended 31 March 2025

The directors present their report and the unaudited financial statements of the company for the year ended 31 March 2025 .

Principal activities

The principal activity of the company during the year was the strategy-led delivery of technological & operational resilience solutions that address the most important technical challenges.

Directors

The directors who served the company during the year were as follows:

Mr Dale Callum Peter Nursten
Mr Scott Malcolm Erwin Nursten

Dividends

The directors do not recommend the payment of a dividend.

This report was approved by the board of directors on 12 September 2025 and signed on behalf of the board by:

Mr Dale Callum Peter Nursten

Director

Registered office:

B1 Vantage Park

Old Gloucester Road

Hambrook

Bristol

BS16 1GW

ITHQ Ltd

Statement of Comprehensive Income

Year ended 31 March 2025

		2025	2024
Note		£	£
Turnover	4	4,623,713	3,943,462

Cost of sales	2,324,208	2,213,368
	------------	------------
Gross profit	2,299,505	1,730,094

Administrative expenses		2,093,611	1,494,825
		------------	------------
Operating profit	5	205,894	235,269

Interest payable and similar expenses	7	5,010	414
		------------	------------
Profit before taxation		200,884	234,855

Tax on profit	8	45,425	26,529
		---------	---------
Profit for the financial year and total comprehensive income		155,459	208,326
		---------	---------

All the activities of the company are from continuing operations.

ITHQ Ltd

Statement of Financial Position

31 March 2025

	2025	2024
Note	£	£

Fixed assets

Intangible assets	9	40,670	39,542
Tangible assets	10	79,045	64,962
		---------	---------
		119,715	104,504

Current assets

Stocks	11	58,397	55,298
Debtors	12	857,154	459,291
Cash at bank and in hand		532,336	490,813
		------------	------------
		1,447,887	1,005,402

Creditors: amounts falling due within one year	13	1,209,935	681,323
		------------	------------
Net current assets		237,952	324,079
		---------	---------
Total assets less current liabilities		357,667	428,583

Creditors: amounts falling due after more than one year	14	40,078	263,882
		---------	---------
Net assets		317,589	164,701
		---------	---------

Capital and reserves

Called up share capital	15	10,754	10,763
Share premium account	16	26,213	28,775
Profit and loss account	16	280,622	125,163
		---------	---------
Shareholders funds		317,589	164,701
		---------	---------

For the year ending 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

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

ITHQ Ltd

Statement of Financial Position (continued)

31 March 2025

These financial statements were approved by the board of directors and authorised for issue on 12 September 2025 , and are signed on behalf of the board by:

Mr Dale Callum Peter Nursten

Director

Company registration number: 12269978

ITHQ Ltd

Statement of Changes in Equity

Year ended 31 March 2025

	Called up share capital	Share premium account	Profit and loss account	Total
	£	£	£	£
At 1 April 2023	10,644	1,223	( 83,163)	( 71,296)

Profit for the year			208,326	208,326
	--------	-------	---------	---------
Total comprehensive income for the year	–	–	208,326	208,326

Issue of shares	119	27,552	–	27,671
	--------	--------	---------	---------
Total investments by and distributions to owners	119	27,552	–	27,671

At 31 March 2024	10,763	28,775	125,163	164,701

Profit for the year			155,459	155,459
	--------	--------	---------	---------
Total comprehensive income for the year	–	–	155,459	155,459

Issue of shares	81	–	–	81
Redemption of shares	( 90)	( 2,562)	–	( 2,652)
	----	-------	----	-------
Total investments by and distributions to owners	( 9)	( 2,562)	–	( 2,571)

	--------	--------	---------	---------
At 31 March 2025	10,754	26,213	280,622	317,589
	--------	--------	---------	---------

ITHQ Ltd

Statement of Cash Flows

Year ended 31 March 2025

	2025	2024
	£	£

Cash flows from operating activities

Profit for the financial year	155,459	208,326

Adjustments for:
Depreciation of tangible assets	22,511	7,308
Amortisation of intangible assets	19,564	1,130
Interest payable and similar expenses	5,010	414
Tax on profit	45,425	26,529
Accrued (income)/expenses	( 59,657)	151,429

Changes in:
Stocks	( 3,099)	( 55,298)
Trade and other debtors	( 397,863)	5
Trade and other creditors	508,196	40,846
	---------	---------
Cash generated from operations	295,546	380,689

Interest paid	( 5,010)	( 414)
Tax paid	( 7,843)	( 18,686)
	---------	---------
Net cash from operating activities	282,693	361,589
	---------	---------

Cash flows from investing activities

Purchase of tangible assets	( 36,702)	( 62,994)
Proceeds from sale of tangible assets	108	–
Purchase of intangible assets	( 20,692)	( 40,672)
Other investing cash flow adjustment	(2,652)	–
	---------	---------
Net cash used in investing activities	( 59,938)	( 103,666)
	---------	---------

Cash flows from financing activities

Proceeds from issue of ordinary shares	81	27,671
Proceeds from borrowings	( 220,381)	46,039
Proceeds from loans from group undertakings	39,068	–
	---------	---------
Net cash (used in)/from financing activities	( 181,232)	73,710
	---------	---------

Net increase in cash and cash equivalents	41,523	331,633
Cash and cash equivalents at beginning of year	490,813	159,180
	---------	---------
Cash and cash equivalents at end of year	532,336	490,813
	---------	---------

ITHQ Ltd

Notes to the Financial Statements

Year ended 31 March 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is B1 Vantage Park, Old Gloucester Road, Hambrook, Bristol, BS16 1GW.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

1 Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

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

2 Research and development costs

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

3 Going concern

After reviewing the Company's forecasts and projections, the Board have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

4 Pension costs

The Company operates a defined contribution plan. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate fund. Under defined contribution plans, the Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. All assets of the scheme are administered by an independent pension provider.

For defined contribution plans, the Company pays contributions to privately administered pension plans on a contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

5 Share based payments

Long Term Incentive Plan

The Company operates a LTIP for key employees of those companies. The LTIP currently comprises 20% of the share equity in the Company made up of 250,000 authorised Class B Shares ('LTIP Pool'). At the beginning of each financial year, each member is set targets which if achieved will result in a LTIP bonus which will be awarded as an allocation of shares from the LTIP Pool at the end of the financial year. The awards will vest over the subsequent 3 financial years conditional upon continued employment with the Company. The Company accrues for the cost of the awarded shares when they vest and are issued to the employee.

6 Solvency statement

ITHQ Ltd is a wholly owned subsidiary of ITHQ Holdings LTD. ITHQ Holdings LTD pledges to provide ongoing financial support to ensure that ITHQ LTD remains solvent and a going concern, should it be required.

7 Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

8 Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

9 Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

10 Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

11 Operating leases

Lease income is recognised in profit or loss on a straight line basis over the lease term. The aggregate cost of lease incentives are recognised as a reduction to income over the lease term on a straight-line basis. Costs, including depreciation, incurred in earning the lease income are recognised as an expense. Any initial direct costs incurred in negotiating and arranging the operating lease are added to the carrying amount of the lease and recognised as an expense over the lease term on the same basis as the lease income.

12 Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

13 Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Development costs	-	3 Years

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

14 Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

15 Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

16 Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Equipment	-	`3 Years`

17 Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

18 Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

19 Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

4. Turnover

Turnover arises from:

	2025	2024
	£	£
Turnover from ordinary business activities	4,623,713	3,943,462
	------------	------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	2025	2024
	£	£
Amortisation of intangible assets	19,564	1,130
Depreciation of tangible assets	22,511	7,308
Impairment of trade debtors	(13)	1,619
Foreign exchange differences	1,474	783
	--------	-------

6. Staff costs

The average number of persons employed by the company during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Number of other staff	–	11
Number of services staff	9	–
Number of sales and marketing staff	6	–
	----	----
	15	11
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2025	2024
	£	£
Wages and salaries	1,091,768	823,221
	------------	---------

7. Interest payable and similar expenses

	2025	2024
	£	£
Other interest payable and similar charges	5,010	414
	-------	----

8. Tax on profit

Major components of tax expense

	2025	2024
	£	£

Current tax:

UK current tax expense	45,425	26,529
	--------	--------
Tax on profit	45,425	26,529
	--------	--------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

	2025	2024
	£	£
Profit on ordinary activities before taxation	200,884	234,855
	---------	---------
Profit on ordinary activities by rate of tax	50,221	44,623
Effect of capital allowances and depreciation	( 4,796)	( 18,094)
	---------	---------
Tax on profit	45,425	26,529
	---------	---------

9. Intangible assets

	Development costs
	£
Cost
At 1 April 2024	40,672
Additions	20,692
	--------
At 31 March 2025	61,364
	--------
Amortisation
At 1 April 2024	1,130
Charge for the year	19,564
	--------
At 31 March 2025	20,694
	--------
Carrying amount
At 31 March 2025	40,670
	--------
At 31 March 2024	39,542
	--------

10. Tangible assets

	Equipment
	£
Cost
At 1 April 2024	80,695
Additions	36,702
Disposals	( 1,916)
	---------
At 31 March 2025	115,481
	---------
Depreciation
At 1 April 2024	15,733
Charge for the year	22,511
Disposals	( 1,808)
	---------
At 31 March 2025	36,436
	---------
Carrying amount
At 31 March 2025	79,045
	---------
At 31 March 2024	64,962
	---------

11. Stocks

	2025	2024
	£	£
Work in progress	58,397	55,298
	--------	--------

12. Debtors

	2025	2024
	£	£
Trade debtors	781,774	297,221
Amounts owed by group undertakings	–	79,843
Prepayments and accrued income	67,476	74,102
Other debtors	7,904	8,125
	---------	---------
	857,154	459,291
	---------	---------

13. Creditors: amounts falling due within one year

	2025	2024
	£	£
Bank loans and overdrafts	22,247	18,824
Trade creditors	445,699	197,169
Amounts owed to group undertakings	39,068	–
Accruals and deferred income	160,792	220,449
Corporation tax	45,425	7,843
Social security and other taxes	65,597	58,677
Other creditors	431,107	178,361
	------------	---------
	1,209,935	681,323
	------------	---------

14. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Bank loans and overdrafts	40,078	263,882
	--------	---------

15. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 0.01 each	1,075,400	10,754	1,076,302	10,763
	------------	--------	------------	--------

16. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.

17. Capital commitments

As at 31 March 2025, the Company had £0 Capital Commitments (2024: £0).

18. Controlling party

There is no ultimate controlling party.

19. Events after the reporting period

There have been non significant events affecting the Company since year end.

20. Analysis of changes in net debt

	At 1 Apr 2024	Cash flows	At 31 Mar 2025
	£	£	£
Cash at bank and in hand	490,813	41,523	532,336
Debt due within one year	(18,824)	(42,491)	(61,315)
Debt due after one year	(263,882)	223,804	(40,078)
	---------	---------	---------
	208,107	222,836	430,943
	---------	---------	---------

21. Operating leases

As lessor

The total future minimum lease payments receivable under non-cancellable operating leases are as follows:

	2025	2024
	£	£
Not later than 1 year	16,250	5,425
Later than 1 year and not later than 5 years	65,000	–
	--------	-------
	81,250	5,425
	--------	-------