REGISTERED NUMBER: 01704819 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TECHLAND SYSTEMS INTERNATIONAL LIMITED

Page

Company Information

1

Report of the Directors

2

Statement of Comprehensive Income

3

Balance Sheet

4

Statement of Changes in Equity

6

Notes to the Financial Statements

7

DIRECTORS:

W R C Morey

P Maher

D J Williams

J P Murphy

SECRETARY:

R A Matzopoulos

REGISTERED OFFICE:

The Scalpel

18th Floor

52 Lime Street

London

EC3 7AF

REGISTERED NUMBER:

01704819 (England and Wales)

ACCOUNTANTS:

Watson Associates (Professional Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

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

PRINCIPAL ACTIVITY

The principal activity of the Company in the period under review was that of other information technology services and communcations.

FUTURE DEVELOPMENTS

The Company plans to continue as one of the UK's leading Value Added Distributors for Unified Communications enablement products, managed services and support as a Gold Partner of Ribbon Communications Inc.

DIRECTORS

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

W R C Morey

P Maher

D J Williams

Other changes in directors holding office are as follows:

D J Pile - resigned 4 June 2024

J P Murphy - appointed 4 June 2024

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Company.

GOING CONCERN

The financial statements have been produced on a going concern basis. In assessing going concern, the Directors have considered:

- The principal risks faced by the Company

- The financial position of the Company

- Profit and cash forecasts of the Company

The Company shows a net current asset position as at 31 December 2024, and has shown a net profit before tax of £213,396 in the period. The Directors are therefore confident that liabilities can be met as they fall due.

The Directors are therefore satisfied that the Company has adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the Annual Report for the period ended 31 December 2024.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

P Maher - Director

25 September 2025

TURNOVER

4

2,228,566

4,738,702

Cost of sales

(1,584,347

)

(3,266,019

)

GROSS PROFIT

644,219

1,472,683

Administrative expenses

(430,830

)

(686,718

)

213,389

785,965

Other operating income

-

14,448

OPERATING PROFIT

213,389

800,413

Interest receivable and similar income

7

1,422

PROFIT BEFORE TAXATION

6

213,396

801,835

Tax on profit

7

(244,523

)

1,694

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(31,127

)

803,529

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(31,127

)

803,529

ASSETS

NON-CURRENT ASSETS

Intangible assets

8

11,287

-

Property, plant and equipment

9

1,749

8,317

13,036

8,317

CURRENT ASSETS

Inventories

10

4,947

4,947

Trade and other receivables

11

2,776,518

3,143,001

Tax receivable

11

-

19,879

Cash and cash equivalents

362,790

319,967

3,144,255

3,487,794

TOTAL ASSETS

3,157,291

3,496,111

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

14

100

100

Retained earnings

15

1,613,713

1,644,840

TOTAL EQUITY

1,613,813

1,644,940

LIABILITIES

NON-CURRENT LIABILITIES

Deferred tax

13

1,030

2,079

CURRENT LIABILITIES

Trade and other payables

12

1,316,755

1,849,092

Tax payable

12

225,693

-

1,542,448

1,849,092

TOTAL LIABILITIES

1,543,478

1,851,171

TOTAL EQUITY AND LIABILITIES

3,157,291

3,496,111

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 in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

P Maher - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2022

100

841,311

841,411

Changes in equity

Total comprehensive income

-

803,529

803,529

Balance at 31 December 2023

100

1,644,840

1,644,940

Changes in equity

Total comprehensive loss

-

(31,127

)

(31,127

)

Balance at 31 December 2024

100

1,613,713

1,613,813

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparation

The financial statements have been produced under Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The accounts have been prepared under the historical cost convention.

The financial statements are presented in Pounds Sterling. There are no amendments to accounting standards, or interpretations that are effective for the year ended 31 December 2024 that have a material impact on the Company's financial statements.

Going Concern

The financial statements have been produced on a going concern basis. In assessing going concern, the Directors have considered:

- The principal risks faced by the Company

- The financial position of the Company

- Profit and cash forecasts of the Company

The Company shows a net current asset position as at December 2024, and has shown a net profit before tax of £213,396 in the period. The Directors are therefore confident that liabilities can be met as they fall due.

The Directors are therefore satisfied that the Company has adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the Annual Report for the period ended 31 December 2024.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1; and

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Computer software intangible assets

Expenditure is included at cost and amortised over three years straight line, as is the Company's policy.

Tangible fixed assets

Property, plant and equipment is stated at costs less accumulated depreciation and any accumulated impairment losses. Costs comprise purchase price, any other directly attributable costs. There are no known unavoidable costs of dismantling or removing, and so there is no corresponding liability recognised in provisions for this.

Depreciation is calculated by charging equal annual instalments to the profit or loss at the following rates:

Category

Depreciation rate

Plant and machinery

33% per annum straight line

Computer equipment

33% per annum straight line

The charge in respect of periodic depreciation is calculated after establishing an estimate of the asset's useful life and the expected residual value at the end of its life. The useful lives of Company assets are determined by management at the time the assets are acquired and reviewed annually for appropriateness. These lives are based on historical experience with similar assets.

The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

Financial assets

Trade and other receivables:

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as financial assets measured at amortised cost. Trade receivables do not contain significant financing components and therefore are initially recognised at their transaction price, and subsequently treated in line with other financial assets.

Cash and cash equivalents:

Cash and cash equivalents comprise cash in hand and deposits held at banks.

Financial liabilities

Trade payables:

Trade payables are other financial liabilities initially measured at fair value and subsequently measured at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an 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.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods comprises only the cost to acquire them as there are no labour or other overhead costs associated with finished goods held by the entity. Net realisible value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Taxation

Current tax is the amount of income tax payable on the taxable profits arising in the year and prior years. Taxable profit differs from net profit as reported in the profit or loss because it excludes items of income or expense that are taxable or deductible in other years, it includes items that are tax deductible but do not affect net profit and it further excludes items that are never taxable or deductible.

Deferred tax arises from temporary differences between taxable profits and total comprehensive income. These temporary differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:

- the initial recognition of goodwill;

- the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit; and

- investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the deductible temporary differences can be utilised.

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 based on tax laws and rates that have been enacted or substantively enacted at the date of the statement of financial position.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

No significant judgements have had to be made by management in preparing these financial statements.

There were no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.

TURNOVER

Turnover represents the amounts (excluding VAT) derived from the sale of hardware, the provision of priority care and other communication services to its customer base. Contracts are entered into with customers and are invoiced in full upon approval, with amounts relating to later periods being deferred in the statement of financial position.

5.	EMPLOYEES AND DIRECTORS

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Wages and salaries

358,246

526,908

Social security costs

35,107

62,966

Other pension costs

10,939

20,639

404,292

610,513

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

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

Administrative staff

8

9

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

The remuneration of the directors of Techland Systems International Ltd is included within the financial statements of fellow group undertakings Enablex Group Ltd and the ultimate parent company Gamma Communications plc. No remuneration, share incentive or pension scheme benefits were payable by this Company to the directors.

The directors provide services to the Group as a whole, and their principal activities are not specific to this Company. It is not possible to make an accurate apportionment of their emoluments to this Company.

6.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging/(crediting):

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Cost of inventories recognised as expense

1,584,347

3,266,019

Depreciation - owned assets

493

8,898

Computer software amortisation

5,897

-

Foreign exchange differences

(5,871

)

(3,570

)

7.

TAXATION

Analysis of tax expense/(income)

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Current tax:

Tax

53,717

-

Prior year tax

191,855

(1,884

)

Total current tax

245,572

(1,884

)

Deferred tax

(1,049

)

190

Total tax expense/(income) in statement of comprehensive income

244,523

(1,694

)

Factors affecting the tax expense

The tax assessed for the year is higher (2023 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Profit before income tax

213,396

801,835

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 22.600%)

53,349

181,215

Effects of:

Disallowed expenditure

-

1,164

Depreciation less capital allowances

368

11

Adjustment for prior year taxation

-

(1,884

)

Deferred taxation

(1,049

)

190

Group loss relief

-

(182,390

)

Group relief repayable

191,855

-

Tax expense/(income)

244,523

(1,694

)

In the UK, from 1st April 2023 the main rate of corporation tax increased from 19% to 25% for companies generating a profit of more than £250,000. Therefore, there is effectively a marginal rate charged for the corporation tax of the Company this year, as seen above.

8.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

Additions

8,868

Reclassification/transfer

9,658

At 31 December 2024

18,526

AMORTISATION

Amortisation for year

5,897

Reclassification/transfer

1,342

At 31 December 2024

7,239

NET BOOK VALUE

At 31 December 2024

11,287

9.	PROPERTY, PLANT AND EQUIPMENT

Land and

Plant and

Computer

buildings

machinery

equipment

Totals

£

£

£

£

COST

At 1 January 2024

2,250

502,445

9,658

514,353

Additions

-

-

2,241

2,241

Reclassification/transfer

-

-

(9,658

)

(9,658

)

At 31 December 2024

2,250

502,445

2,241

506,936

DEPRECIATION

At 1 January 2024

2,250

502,445

1,341

506,036

Charge for year

-

-

493

493

Reclassification/transfer

-

-

(1,342

)

(1,342

)

At 31 December 2024

2,250

502,445

492

505,187

NET BOOK VALUE

At 31 December 2024

-

-

1,749

1,749

At 31 December 2023

-

-

8,317

8,317

10.	INVENTORIES

2024

2023

£

£

Stocks

4,947

4,947

11.

RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

370,034

653,787

Amounts owed by group undertakings

1,834,905

1,821,730

Other debtors

571,579

687,363

2,776,518

3,162,880

Amounts owed by Group undertakings are interest free and repayable upon demand.

12.

PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

233,980

613,634

Amounts owed to group undertakings

55,564

28,900

Tax

225,693

-

Social security and other taxes

-

29,565

Workplace Pension Liability

-

2,799

VAT

72,700

94,615

Accruals and contract

liability

954,511

1,079,579

1,542,448

1,849,092

Amounts owed to Group undertakings are interest free and repayable upon demand.

13.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

1,030

2,079

Deferred

tax

£

Balance at 1 January 2024

2,079

Provided during year

(1,049

)

Balance at 31 December 2024

1,030

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

£0.1

100

100

15.

RESERVES

Retained

earnings

£

At 1 January 2024

1,644,840

Deficit for the year

(31,127

)

At 31 December 2024

1,613,713

16.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available within FRS101 'Reduced Disclosure Framework' to not disclose transactions with other members of the Group headed by Gamma Communications plc. The Company is a 95% owned subsidiary of Gamma Communications plc, the Ultimate Parent Company, and details of all related party transactions are disclosed within the Group accounts.

17.	ULTIMATE CONTROLLING PARTY

The Company's immediate parent company is Enablex Group Ltd, a company incorporated in England and Wales by virtue of its 100% shareholding. The Company's Ultimate parent entity is Gamma Communications plc, a company incorporated in England and Wales.

The registered office of Gamma Communications plc is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF. The financial statements of Gamma Communications plc are publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ.