The notes on pages 2 to 9 form part of these financial statements.

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

Processia Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Second Floor, Mid City Place, 71 High Holborn, London, England, WC1V 6EA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statements have been produced on a break-up basis see Note 1.2.

The financial statements have not been prepared on a going concern basis. The directors have taken the decision to apply to Companies House for the voluntary strike-off and dissolution of the company within the next twelve months, and therefore the going concern assumption is not appropriate.

As a result, the financial statements have been prepared on a break-up basis. This basis assumes that the company will not continue trading and that assets will be realised, and liabilities settled, in the normal course of winding up the business.

Consideration of adjustments have been made where necessary to reflect the recoverable amount of assets and to provide for any known liabilities and costs associated with the closure of the company. No fair value adjustments have been required.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the company during the year was:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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 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.

Emphasis of matter - Basis of Preparation

We draw attention to Note 1.2 to the financial statements, which explains that the financial statements have been prepared on a basis other than going concern as the directors intend to seek voluntary dissolution of the company. Our opinion is not modified in respect of this matter.

Processia Solutions Limited is in the process of entering into the following business transfer agreements.

Prior to the integration taking place, the following steps are required in order to bring the Company into a positive distributable reserves position:

1.     Processia Solutions Inc. (Canada), the Company's parent during the financial year, has been amalgamated into Atos Group Quebec Inc. (Canada), which now owns 100% of the share capital in the Company.

2.    Atos Group Quebec Inc. (Canada) – This entity will be making a capital contribution of £1,153,000 to the Company in exchange for the allotment and issue of 1,153,000 ordinary shares of £1.00 each in the issued share capital of the Company.

3.    Following the share subscription noted in point 1 above, the Company will then carry out a reduction of capital, leaving the issued share capital of the Company as £1.00.

4.    At the same time as the capital reduction noted in point 2 above, the entire share premium account of the Company is to be cancelled and the balance standing to the credit of the share premium account of £399,900 will be released to the distributable reserves.

Following completion of the above three steps, the Company will then have sufficient distributable reserves to allow for the transfer of the business and assets of the Company at book value. Save for contracts relating to one customer, the plan is to transfer all business and assets of the Company to Eviden Technology Services Limited and to document that transfer in the form of a business transfer agreement. One customer will not agree to novate their contracts to Eviden Technology Services Limited, so all current contracts between the Company and customer will be novated to Atos IT Services UK Limited and there will be a separate asset transfer agreement making reference to those novation agreements.

Prior to the realisation that the Company did not have distributable reserves, the business wanted the transfers to have an effective date of 1 January 2025 and so, in anticipation of the integration, all employees of Processia Solutions Limited were formally transferred under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) with effect from 1 January 2025. Similarly, we note that certain transfers/movements were made in the finance systems from the Company to Eviden Technology Services Limited with effect from 1 January 2025 and the legal team have advised that the financial movements be reversed back to the original position and completed at the time that the business and asset transfer agreements are completed. Moreover, given that there were insufficient distributable reserves in place on 1 January 2025 and that the distributable reserves will only be created contemporaneously with the completion of each of the three steps listed above, we note that the business and asset transfer agreements will not be able to have an effective date of 1 January 2025 being prior to the distributable reserves being in place.

With regard to the employees who have already been TUPE transferred to Eviden Technology Services Limited, service orders between Eviden Technology Services Limited and Atos IT Services UK Limited will be put in place for any resources required in order to fulfil the Dassault contracts.

In terms of overall timing for completion of the three steps noted above and the business and asset transfers, whilst the steps are dependent on Atos group level approval, we would anticipate being able to complete the three listed steps on or before 30 June 2025 and completing the business and asset transfers on or before 31 July 2025. Following completion of these transactions, our aim will then be to apply for a voluntary dissolution of the Company within the next 12 month period.

We note that there is currently a debenture in favor of HSBC Canada over the business and assets of the Company. We have been liaising with the team at HSBC who have confirmed that the security is historic and that HSBC has no interest in the security. We await a deed of release from HSBC so that we can mark the security as having been satisfied at Companies House. The current issue that we are facing on this, however, is that HSBC Canada was recently absorbed by Royal Bank of Canada and so obtaining any assistance with this in Canada continues to be a challenge.

The company has taken advantage of not disclosing transactions among members in the group as permitted under FRS102 s33.1A.

The company is controlled by Atos Group Quebec Inc. (Canada) a company registered in Quebec, Canada which owns 100% of shares in Processia Solutions Limited. The ultimate controlling party is Atos SE.