ACCOUNTS - Final Accounts

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

Registered number: 13390085

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

COMPANY INFORMATION

Directors	K Simmons
	D R Williams


Registered number	13390085


Registered office	Unit 5 Wharfside
	Rosemont Road
	Alperton
	United Kingdom
	HA0 4PE


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditors
	3 Brook Business Centre
	Cowley Mill Road
	Uxbridge
	Middlesex
	UB8 2FX

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 10
Consolidated statement of comprehensive income	11
Consolidated statement of financial position	12 - 13
Company statement of financial position	14
Consolidated statement of changes in equity	15
Company statement of changes in equity	16
Consolidated statement of cash flows	17 - 18
Consolidated analysis of net debt	19
Notes to the financial statements	20 - 39

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their Strategic Report for the year ended 31 December 2024.
Introduction
The principal activities of the Group are engineering of innovative experimental techniques as well as the development and manufacture equipment’s for physico-chemical characterisation of complex solids and the Company was that of a holding company.

Business review

The results for the year are set out in the consolidated statement of comprehensive income on page 11.
The Group generated revenue of £11.2m (2023 - £7.7m), an increase of 45%. The increase in revenue was largely due to bounce back in SMSNA instrument sales (2023 £2.8m / 2024 £4.2m) and SMS GmbH (2023 £876k / 2024 £1,933k). The newly launched Carbon was well accepted into the market which resulted in good sales.
The gross profit margin was flat at 68.7% (2023 - 68.8%) remaining relatively in line with the previous year because of continuing success in selling higher-valued instruments.
The net current assets of the Group have decreased to £3,250,579 (2023 - £3,551,333). This drop is combined effect of drop in Inventory levels, Cash on Hand and increase in Creditors at the end of 2024.
Inventory was £2.1m at the end 2024 compared to £2.6m end 2023. Efforts were made to use stock and reduce part costs. These efforts are to continue into 2025.
The increase in creditors was mainly due to £600k sitting in customer deposits at the end of 2024 for instruments that had shipped but not made it to the customer by 31st December 2024. This timing difference was extended to include other creditor payments at year end.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The Group has assessed the principal risks affecting the Group as follows:
Decreasing reliance on distributors: Experience shows that revenue increases and growth is greater when we are direct. For this reason we have focused on building the direct sales team and growing our GmbH subsidiary as well as focusing on our China subsidiary. We have seen the strength of this approach from the significant increase in GmbH revenue as we went direct in France and expanded the European sales team. We expect this to continue in 2025. Likewise we have a strategy for 2025 to go direct in China to protect the future revenue in that region. These pivots do take time to return. There has been significant investment in our newer subsidiaries, and we are experiencing the benefits in Europe and India from these actions. We are now turning our attention and focus to China.
Liquidity risk: Our cost base is relatively fixed in the short term and consistent, as opposed to our revenue, which lands in chucks because of the nature of capital equipment sales. In 2024, a third of orders were booked in Q4.
Strengthening our direct sales function has meant significant investment in sales and associated support staff. It takes about 9-12 months for a sales person to build and start to generate sales and growth. This, along with expanding the SLT and continued R&D activities add to cashflow pressures.
Monitoring of cashflow continues to be militant. To date, SMS is self-funded and debt free. In 2024 we established a line of credit via invoice financing for SMSNA and in 2025 for SMSUK. This gives us levers and options for managing any cash dips.
External and economic factors: Individual countries have different fiscal policies, exposure to political instabilities and regional unrest. SMS continues to mitigate against this risk by being global. We have seen the benefit of this strategy of geographic diversification when one country has a dip we can usually compensate from growth in another region.
Future developments and investments
We continue to support and evolve the newer subsidiaries and have seen revenue growth in Particle Characterisation Laboratory Private Limited and SMS GmbH. The focus next will be on China. To that end, we have appointed a business development manager in 2025 specifically to grow this subsidiary.
The R&D team work will continue to develop new products to keep SMS innovatively competitive. In 2024 it was with the BTA and in 2025 the completion of development work and release of the MPA will continue the innovation drive.
A chairman is due to start in the second half of 2025 in a bid to strengthen the governance of the Group and help deliver the next 3-5 year strategic plans.
Structurally, we have made all the investments we believe necessary to provide the base for growth. We have the capacity to increase revenue with the current structure and staff levels and the focus is on improving profitability from increased sales and operational efficiencies.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

					2024	2023
					£	£


Revenue	11,228,812	7,720,079
Gross profit	7,713,464	5,311,133
Operating loss	(518,990)	(1,439,287)

These are considered within the business review section of this report.

This report was approved by the board on 17 September 2025 and signed on its behalf.

D R Williams

Director

Page 3

SURFACE MEASUREMENT SYSTEMS (HOLDING) 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 Group strategic report, the Directors' report and the consolidated 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £363,319 (2023 - loss £1,379,708).

The Group has not paid an interim dividend during the year (2023 - £Nil) and the directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

K Simmons

D R Williams

Future developments

The directors have addressed their future intentions in the strategic report.
Matters covered in the Group Strategic Report
The Group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Group's Strategic report information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Report) Regulations 2008. This includes information that would have been included in the business review, future developments and details of the principal risks and uncertainties.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 17 September 2025 and signed on its behalf.

D R Williams

Director

Page 5

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

Opinion

We have audited the financial statements of Surface Measurement Systems (Holding) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

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

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED (CONTINUED)

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 Report. 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. 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.

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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:
° Companies Act 2006.
° FRS102.
° Tax legislation.

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing board minutes; and

∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED (CONTINUED)

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;
Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and

∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

∙Management bias in the estimates and judgements made;

∙Management override of controls; and

∙Posting of unusual journals or transactions.

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.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SURFACE MEASUREMENT SYSTEMS (HOLDING) 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 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 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.

Nigel Goodman (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX

17 September 2025

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	11,228,812	7,720,079
Cost of sales		(3,515,348)	(2,408,946)
Gross profit		7,713,464	5,311,133
Administrative expenses		(8,258,941)	(6,604,165)
Other operating income	5	26,487	(146,255)
Operating loss	6	(518,990)	(1,439,287)
Interest receivable and similar income	10	8,501	9,410
Interest payable and similar expenses	11	(849)	(2,216)
Loss before taxation		(511,338)	(1,432,093)
Tax on loss	12	148,019	52,385
Loss for the financial year		(363,319)	(1,379,708)


Exchange (losses)/gains arising on translation on foreign operations	(41,973)	1,971
Other comprehensive income for the year	(41,973)	1,971
Total comprehensive income for the year	(405,292)	(1,377,737)

The notes on pages 20 to 39 form part of these financial statements.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

REGISTERED NUMBER: 13390085

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	14		446,069		582,762
			446,069		582,762
Current assets
Stocks	16	2,134,942		2,587,858
Debtors: amounts falling due after more than one year	17	91,463		98,716
Debtors: amounts falling due within one year	17	3,142,221		1,653,457
Cash at bank and in hand	18	997,186		1,185,375
		6,365,812		5,525,406
Creditors: amounts falling due within one year	19	(3,115,233)		(1,974,073)
Net current assets			3,250,579		3,551,333
Total assets less current liabilities			3,696,648		4,134,095
Creditors: amounts falling due after more than one year	20		(10,378)		(42,533)
Provisions for liabilities
Deferred taxation	23	(31,061)		(31,061)
			(31,061)		(31,061)
Net assets			3,655,209		4,060,501

Capital and reserves
Called up share capital	24	95	95
Foreign exchange reserve	25	(56,993)	(15,020)
Profit and loss account	25	3,712,107	4,075,426
		3,655,209	4,060,501

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

REGISTERED NUMBER: 13390085

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2025.

D R Williams

Director

The notes on pages 20 to 39 form part of these financial statements.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

REGISTERED NUMBER: 13390085

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		425,479		425,479
			425,479		425,479
Current assets
Debtors: amounts falling due within one year	17	-		43
Cash at bank and in hand	18	1,220		5,088
		1,220		5,131
Creditors: amounts falling due within one year	19	(515,168)		(450,664)
Net current liabilities			(513,948)		(445,533)
Total assets less current liabilities			(88,469)		(20,054)
Net liabilities			(88,469)		(20,054)

Capital and reserves
Called up share capital	24		95		95
Profit and loss account brought forward		(20,149)		(5,879)
Loss for the year		(68,415)		(14,270)
Profit and loss account carried forward			(88,564)		(20,149)
			(88,469)		(20,054)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2025.

D R Williams

Director

The notes on pages 20 to 39 form part of these financial statements.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	95	(15,020)	4,075,426	4,060,501
Comprehensive income for the year
Loss for the year	-	-	(363,319)	(363,319)
Foreign exchange on translation of subsidiaries	-	(41,973)	-	(41,973)
Total comprehensive income for the year	-	(41,973)	(363,319)	(405,292)
Total transactions with owners	-	-	-	-
At 31 December 2024	95	(56,993)	3,712,107	3,655,209

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	95	(16,991)	5,455,134	5,438,238
Comprehensive income for the year
Loss for the year	-	-	(1,379,708)	(1,379,708)
Foreign exchange on translation of subsidiaries	-	1,971	-	1,971
Total comprehensive income for the year	-	1,971	(1,379,708)	(1,377,737)
Total transactions with owners	-	-	-	-
At 31 December 2023	95	(15,020)	4,075,426	4,060,501

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	95	(20,149)	(20,054)
Comprehensive income for the year
Loss for the year	-	(68,415)	(68,415)
Total comprehensive income for the year	-	(68,415)	(68,415)
Total transactions with owners	-	-	-
At 31 December 2024	95	(88,564)	(88,469)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	95	(5,879)	(5,784)
Comprehensive income for the year
Loss for the year	-	(14,270)	(14,270)
Total comprehensive income for the year	-	(14,270)	(14,270)
Total transactions with owners	-	-	-
At 31 December 2023	95	(20,149)	(20,054)

The notes on pages 20 to 39 form part of these financial statements.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(363,319)	(1,379,708)
Adjustments for:
Depreciation of tangible assets	201,102	115,362
Interest payable	849	2,216
Interest receivable	(8,501)	(9,410)
Taxation charge	(148,019)	(52,385)
Decrease/(increase) in stocks	452,916	(354,279)
Increase in debtors	(1,481,468)	728,729
Increase in creditors	1,099,307	611,839
Corporation tax received/(paid)	189,276	(76,968)
Exchange movement on tangible fixed asset	28,973	-
Net cash generated used in operating activities	(28,884)	(414,604)

Cash flows from investing activities
Purchase of tangible fixed assets	(93,382)	(192,680)
Interest received	8,501	9,410
Net cash used in investing activities	(84,881)	(183,270)

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
Repayment of loans	(31,602)	(9,989)
Interest paid	(849)	(2,216)
Net cash used in financing activities	(32,451)	(12,205)
Net (decrease) in cash and cash equivalents	(146,216)	(610,079)
Cash and cash equivalents at beginning of year	1,185,375	1,793,483
Foreign exchange (losses)/gains	(41,973)	1,971
Cash and cash equivalents at the end of year	997,186	1,185,375

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	997,186	1,185,375
	997,186	1,185,375

The notes on pages 20 to 39 form part of these financial statements.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	1,185,375	(188,189)	997,186
Debt due after 1 year	(42,533)	32,155	(10,378)
Debt due within 1 year	(9,270)	(553)	(9,823)
	1,133,572	(156,587)	976,985

The notes on pages 20 to 39 form part of these financial statements.

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SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Surface Measurement Systems (Holding) Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is Unit 5 Wharfside, Rosemont Road, Alperton, United Kingdom, HA0 4PE.
The company is a holding company.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
Historically, the acquisition of the subsidiaries had been completed under Merger accounting. Where ownership of the Group had not changed with the introduction of a new parent company. Merger accounting required a consolidation to be completed as if that new parent has always existed. As such, these consolidated statements presented the results as if the parent company had always existed, even though it was only incorporated on 12 May 2021, and gained control of the Group at that date.

Page 20

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

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 year 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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 21

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated statement of comprehensive income on a straight-line basis over the lease term.

2.6

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. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
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.

Page 22

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.8

Interest income

Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.

2.9

Finance costs

Finance costs are charged to the Consolidated statement of comprehensive income 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.

2.10

Borrowing costs

All borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred.

2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 23

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.13

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Page 24

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	10% straight line
Plant and machinery	-	25% - 33% straight line
Motor vehicles	-	25% - 33% straight line
Office equipment	-	25% - 33% 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 the Consolidated statement of comprehensive income.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.17

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.

Page 25

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.20

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.

2.21

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The directors do not consider any of the estimates or judgements in relation to applying the accounting
policies material to these financial statements.

Page 26

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


Instrument sales	8,229,352	5,933,245
Service and maintenance	1,446,778	985,394
Software and hardware	726,707	447,352
Training and testing	720,142	303,925
Freight income	105,833	50,163
	11,228,812	7,720,079

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	3,402,070	1,536,841
Rest of the world	7,826,742	6,183,238
	11,228,812	7,720,079

5.	Other operating income/(charges)
		2024	2023
		£	£

Other operating charges	(281)	(151,080)
Net rents receivable	3,522	4,825
Government grants receivable	11,035	-
Insurance claims receivable	12,211	-
	26,487	(146,255)

Page 27

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Research & development charged as an expense	1,188,208	855,737
Foreign exchange loss/(gain)	117	151,081
Operating lease rentals	196,622	165,735
Depreciation	205,470	115,168

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

25,750

40,000

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	3,588,634	3,074,057	78,186	72,790
Social security costs	676,941	511,212	-	-
Cost of defined contribution scheme	58,463	49,641	-	-
	4,324,038	3,634,910	78,186	72,790

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees including directors	93	75	2	2

Page 28

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	78,186	72,790
	78,186	72,790

10.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	8,501	9,410
		8,501	9,410

11.	Interest payable and similar expenses
		2024	2023
		£	£

	Other loan interest payable	849	2,216
		849	2,216

Page 29

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	(154,243)	(203,676)
Adjustments in respect of previous periods	6,224	(53,448)
	(148,019)	(257,124)
Foreign tax
Foreign tax on income for the year	-	82,615
	-	82,615
Total current tax	(148,019)	(174,509)

Deferred tax
Origination and reversal of timing differences	-	122,124
Total deferred tax	-	122,124


		(148,019)	(52,385)

Page 30

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(511,338)

(1,432,093)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(127,835)	(336,542)
Effects of:
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment	3,589	4,288
Utilisation of tax losses	-	(6,034)
Adjustments to tax charge in respect of prior periods	-	53,448
Other timing differences leading to an increase (decrease) in taxation	(70,909)	-
Adjustment relating to R&D expenditure	(154,243)	(146,175)
Tax losses surrendered for R&D credit	391,603	316,060
Tax charged at different rates	-	446
R&D tax credit	(207,329)	(183,315)
Unrelieved tax losses carried forward	17,105	45,904
Deferred tax not recognised	-	199,535
Total tax charge for the year	(148,019)	(52,385)

Factors that may affect future tax charges

Future tax charges are anticipated to be affected by the utilisation of losses carried forward amounting to £88,069 (31 December 2023 - £19,674). A deferred tax asset has not been recognised in respect of these losses due to uncertainty over the timing of the future utilisation of the losses. There is no expiry date of timing difference of unused tax losses.
There were no other factors that may affect future tax charges.

13.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £68,415 (2023 - loss £14,270).

Page 31

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Office equipment	Total
	£	£	£	£	£
Cost
At 1 January 2024	362,330	1,430,299	46,834	258,551	2,098,014
Additions	-	90,265	-	3,117	93,382
Exchange adjustments	-	(27,270)	-	(1,703)	(28,973)
At 31 December 2024	362,330	1,493,294	46,834	259,965	2,162,423
Depreciation
At 1 January 2024	235,712	1,159,002	19,029	101,509	1,515,252
Charge for the year on owned assets	16,227	156,194	905	27,776	201,102
At 31 December 2024	251,939	1,315,196	19,934	129,285	1,716,354
Net book value
At 31 December 2024	110,391	178,098	26,900	130,680	446,069
At 31 December 2023	126,618	271,297	27,805	157,042	582,762

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024	425,479
	At 31 December 2024	425,479

Page 32

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Surface Measurement Systems Limited	Unit 5 Wharfside,Rosemont Road,Alperton, Middlesex, HA04PE	Ordinary	100%
Surface Measurement Systems GmbH	lm Breitspiel 2l,69126Heidelberg, Deutschland	Ordinary	100%
SMS Technology (Shanghai) Co., Ltd.	Room 715 , 7/F, No.80Pingwu Road, ChangningDistrict, Shanghai	Ordinary	100%
Surface Measurement Systems Ltd, NA	2125 28th Street SW, Suite1, Allentown, PA 18103USA	Ordinary	100%
SMS Instruments Private Limited	BLOCK III IDA, PLOT NOC-1, Uppal Main Road,Uppal, Hyderabad,Rangareddy, Telangana,500039, India	Ordinary	100%
SMS Characterisation Laboratories Private Limited	BLOCK III IDA, PLOT NOC-1, Uppal Main Road,Uppal, Hyderabad,Rangareddy, Telangana,500039, India	Ordinary	100%

16.	Stocks
		Group	Group
		2024	2023
		£	£

Raw materials and consumables	1,581,792	2,263,655
Work in progress (goods to be sold)	167,697	-
Finished goods and goods for resale	385,453	324,203
	2,134,942	2,587,858

Page 33

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	91,463	98,716	-	-
	91,463	98,716	-	-

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due within one year
Trade debtors	2,135,464	737,631	-	-
Amounts owed by group undertakings	-	-	-	43
Other debtors	751,543	741,379	-	-
Prepayments and accrued income	255,214	174,447	-	-
	3,142,221	1,653,457	-	43

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	997,186	1,185,375	1,220	5,088
	997,186	1,185,375	1,220	5,088

Page 34

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	9,823	9,270	-	-
Trade creditors	720,698	611,809	-	-
Amounts owed to group undertakings	-	-	515,168	450,664
Corporation tax	67,597	26,340	-	-
Other taxation and social security	346,404	195,435	-	-
Other creditors	787,065	425,421	-	-
Accruals and deferred income	1,183,646	705,798	-	-
	3,115,233	1,974,073	515,168	450,664

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Bank loans	10,378	20,752
Other creditors	-	21,781
	10,378	42,533

The bank loan is repayable by instalments with the final amounts being due between 2 and 5 years from the reporting date.
The Company had no creditors falling due after one year at the reporting date.

Page 35

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Bank loans	9,823	9,270
	9,823	9,270

Amounts falling due 2-5 years
Bank loans	10,378	20,752
	10,378	20,752

	20,201	30,022

Certain bank borrowings of the Group are secured by a fixed and floating charge over the assets of a subsidiary undertaking. The holding company itself has no fixed or floating charge directly over its own assets.

22.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Financial assets
	Financial assets measured at amortised cost	2,978,470	1,577,726	-	-

	Financial liabilities
	Financial liabilities measured at amortised cost	1,527,964	1,089,033	515,168	450,621

Financial assets measured at amortised costs comprise amounts owed by group undertakings, trade debtors and other debtors.
Financial liabilities measured at amortised costs comprise bank loans, amounts owed to group undertakings, trade creditors and other creditors.

Page 36

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Deferred taxation
	Group

		2024
		£

	At beginning of year	31,061
	At end of year	31,061

		Group	Group
		2024	2023
		£	£

	Other short-term timing difference	31,061	31,061
		31,061	31,061

Deferred tax assets of £22,022 (2023 - £300,000) in relation to tax timing differences, losses and other deductions have not been recognised as there is no certainty over their recovery.

Page 37

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

95,000 Ordinary shares of £0.001 each	95	95

25.

Reserves

Foreign exchange reserve

This reserve records the accumulated foreign exchange movements as a result of the subsidiary companies financial information being presented in a currency different to their functional currency.

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses.

26.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £58,463 (2023 - £49,641). Contributions totalling £14,086 (2023 - £21,161) were payable to the fund at the reporting date and are included in creditors.

27.	Commitments under operating leases
	At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	133,563	278,859
Later than 1 year and not later than 5 years	491,409	549,563
Later than 5 years	171,750	187,500
	796,722	1,015,922

The Company had no commitments under non-cancellable operating leases at the reporting date.

Page 38

SURFACE MEASUREMENT SYSTEMS (HOLDING) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

28.

Related party transactions

The company has taken advantage of the exemption permitted by FRS 102 not to disclose any transactions with its group undertakings on the basis that they are wholly owned.

At the year end, Dr D Williams owed the group £288,074 (2023 - £280,967) including interest of £7,107 (2023 - £6,928) which is repayable on demand and £288,074 (2023 - £280,902) is repayable on 3rd May 2029. Of this, £250,000 is a loan where interest is charged in line with the HMRC official beneficial loan rate.

At the year end, the group owed the director £5,178 (2023 - £Nil).

At the year end, the joint owners of the property, being the director and his spouse, were owed an amount of £72,000 (2023 - £6,000) from the group.

At the year end, the group owed £399 (was owed 2023 - £5,011) from Alperton (Wharfside) Management Company Limited, a company with common directorship.

29.	Post balance sheet events

Subsequent to the reporting date, the company entered into an invoice factoring facility to assist with working capital management. Under the terms of the facility, trade receivables may be sold to a third party in exchange for immediate cash advances. This event occurred after the year end and does not affect the financial position as at 31 December 2024.
There are no other subsequent events to disclose or that require adjustment to the financial statements.

30.	Controlling party

The ultimate controlling party is Mr D R Williams, by virtue of his majority shareholding in the company.

Page 39