REGISTERED NUMBER: 06667738 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

TMI Systems Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Certified Accountants' Report

10

DIRECTORS:

R M Mardell

E A Nelhams

Scaleup Capital II Limited

S Sharp

SECRETARY:

E A Nelhams

REGISTERED OFFICE:

Beechey House

87 Church Street

Crowthorne

Berkshire

RG45 7AW

REGISTERED NUMBER:

06667738 (England and Wales)

ACCOUNTANTS:

PKB Accountants Limited

Chartered Certified Accountants

Beechey House

87 Church Street

Crowthorne

Berkshire

RG45 7AW

FIXED ASSETS

Intangible assets

4

508,107

513,186

Tangible assets

5

8,814

6,111

516,921

519,297

CURRENT ASSETS

Debtors

6

301,847

406,002

Cash at bank

2,643,423

717,295

2,945,270

1,123,297

CREDITORS

Amounts falling due within one year

7

1,045,079

1,042,906

NET CURRENT ASSETS

1,900,191

80,391

TOTAL ASSETS LESS CURRENT LIABILITIES

2,417,112

599,688

CREDITORS

Amounts falling due after more than one year

8

(41,177

)

(20,663

)

PROVISIONS FOR LIABILITIES

(19,701

)

(42,940

)

NET ASSETS

2,356,234

536,085

CAPITAL AND RESERVES

Called up share capital

14,305

8,527

Share premium

2,215,552

221,330

Retained earnings

126,377

306,228

2,356,234

536,085

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

S Sharp - Director

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Significant judgements and estimates

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

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

a) Critical judgements in applying the entity's accounting policies

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are addressed below:

(i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates based on physical condition and economic utilisation of the assets. See note 5 for the carrying amount of the assets and the accounting policies note Tangible Fixed Assets for the useful economic lives of each class of asset.

(ii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 8 for the net carrying amount of the debtors.

Revenue recognition

The key judgements made by management in respect of revenue is the point at which that revenue

should be recognised. Management considers the underlying contract terms and conclude upon the

most appropriate point of the cycle at which to recognise revenue based upon the terms and in

particular where the risks and rewards of ownership transfer.

Turnover

Turnover represents amounts receivable for the goods and services net of VAT and trade discounts. Turnover relates to sales within the UK market. The policies adopted for the recognition of turnover are as follows:

Licences

Turnover is recognised on a straight-line basis over the life of the service provided.

Annual Support and Hosting

Turnover is recognised on a straight-line basis over the life of the service provided.

Rendering of services

When the outcome of a transaction can be estimated reliably, turnover from the rendering of services is recognised as the service is performed.

Tangible fixed assets

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

Computer equipment

-

33% on cost

Taxation

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and law that have been enacted or substantively enacted by the balance sheet date that are expressed to apply to the reversal of timing difference. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sales of the asset.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Basic financial instruments

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 statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors, loans to fellow group companies 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. The impairment loss is recognised in the profit and loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset abd substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic Financial liabilities

Basic financial liabilities, including trade and other creditors, amounts due to fellow group companies, accruals, 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.

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

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash at bank and on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities when applicable.

Equity Instruments

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2023 - 21 ) .

4.	INTANGIBLE FIXED ASSETS

Software

Development

costs

£

COST

At 1 January 2024

922,530

Additions

174,613

Disposals

(160,976

)

At 31 December 2024

936,167

AMORTISATION

At 1 January 2024

409,344

Amortisation for year

179,692

Eliminated on disposal

(160,976

)

At 31 December 2024

428,060

NET BOOK VALUE

At 31 December 2024

508,107

At 31 December 2023

513,186

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2024

19,634

Additions

8,059

Disposals

(4,400

)

At 31 December 2024

23,293

DEPRECIATION

At 1 January 2024

13,523

Charge for year

5,356

Eliminated on disposal

(4,400

)

At 31 December 2024

14,479

NET BOOK VALUE

At 31 December 2024

8,814

At 31 December 2023

6,111

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as

restated

£

£

Trade debtors

212,030

208,671

Other debtors

89,817

197,331

301,847

406,002

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

as

restated

£

£

Bank loans and overdrafts

-

36,458

Trade creditors

13,671

77,887

Taxation and social security

61,681

84,579

Other creditors

969,727

843,982

1,045,079

1,042,906

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

as

restated

£

£

Other creditors

41,177

20,663

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.24

31.12.23

as

restated

£

£

HSBC loan

-

36,458

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of TMI Systems Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at accaglobal.com/rulebook.

This report is made solely to the Board of Directors of TMI Systems Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of TMI Systems Limited and state those matters that we have agreed to state to the Board of Directors of TMI Systems Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at

https://www.accaglobal.com/gb/en/technical-activities/technical-resources-

search/2009/october/factsheet-163-audit-exempt-companies.html.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that TMI Systems Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of TMI Systems Limited. You consider that TMI Systems Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of TMI Systems Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

PKB Accountants Limited

Chartered Certified Accountants

Beechey House

87 Church Street

Crowthorne

Berkshire

RG45 7AW

29 September 2025