REGISTERED NUMBER: 05683597 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

CLASS TECHNOLOGY SOLUTIONS LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

9

Statement of Financial Position

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

N J Grayston

M Boelhouwer

R H Koenecke

The Rent Company Holdings Limited

SECRETARY:

C Harrison

REGISTERED OFFICE:

1st Floor, Frazer House

14 Carfax

Horsham

West Sussex

RH12 1DZ

REGISTERED NUMBER:

05683597 (England and Wales)

AUDITORS:

BDA Associates Limited

Statutory Auditor

Chartered Accountants

Global House

1 Ashley Avenue

Epsom

Surrey

KT18 5AD

The directors present their strategic report for the year ended 31 December 2024.

The principal activity of the company during the year was the provision of technology products and services to the education sector in the United Kingdom. All customers are based in the education sector, comprising both state-funded and independent schools.

The company provides two core offerings:

- Managed IT services, delivering comprehensive on-site and remote support to schools, helping them maintain and improve their IT infrastructure to support teaching and learning.

- DAAS (Device as a service), under which devices are offered either for direct purchase or on a rental basis to schools and individual pupils, supported by tailored service guarantees such as maintenance, technical support, and replacement coverage.

These services are designed to ensure that schools and pupils experience minimal disruption from technical issues, enabling consistent access to learning resources and digital platforms.

REVIEW OF BUSINESS

The directors are satisfied with the company's performance during the year. Turnover increased by 23.3% to £14.5 million (2023: £11.8 million), reflecting strong growth in both core business areas, particularly the expanding DAAS division.

The company reported a loss for the financial year of £233,479, which is in line with the prior year's loss of £262,635. This result primarily reflects the continued investment in the development and scaling of the DAAS division. The directors note that while the upfront costs of equipment and support infrastructure are significant, the rental model provides long-term revenue, and this investment is expected to result in a return to profitability in 2025.

The managed services division maintained stable revenues with high levels of client retention and satisfaction. The DAAS scheme gained further traction during the year, with increased take-up from schools seeking flexible and reliable device provision models supported by long-term service guarantees. Overall, growth and operational performance remained aligned with internal forecasts.

PRINCIPAL RISKS AND UNCERTAINTIES

Key risks include market competition, changes in school funding, and supplier availability for IT equipment. The business operates in a competitive and price-sensitive environment, where reliability and service levels are critical differentiators. The directors closely monitor cash flows, particularly in light of the working capital demands associated with the upfront cost of devices rented over several academic years on monthly terms. Mitigating strategies are in place to manage supplier relationships, inventory planning, and liquidity.

FUTURE DEVELOPMENTS

The directors anticipate continued growth in both the managed services division and the device as a service division. The company expects to expand its presence in the UK education sector, particularly through the enhancement of its device as a service offerings and support packages. Investment will continue in service quality, customer support, and technology infrastructure to meet increasing demand and maintain high service standards.

ON BEHALF OF THE BOARD:

N J Grayston - Director

22 May 2025

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 year under review was that of the supply of computer hardware and network support.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

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

N J Grayston

M Boelhouwer

Other changes in directors holding office are as follows:

R H Koenecke and The Rent Company Holdings Limited were appointed as directors after 31 December 2024 but prior to the date of this report.

P Maslyn ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, BDA Associates Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N J Grayston - Director

22 May 2025

Opinion

We have audited the financial statements of Class Technology Solutions Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, 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 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.

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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 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 a Report of the Auditors 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.

The extent to which the audit was considered capable of detecting irregularities including fraud -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws 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 discussions with directors and other management, and from our commercial knowledge and experience of the industry in which the business operates,

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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 considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Rajesh Amin (Senior Statutory Auditor)

for and on behalf of BDA Associates Limited

Statutory Auditor

Chartered Accountants

Global House

1 Ashley Avenue

Epsom

Surrey

KT18 5AD

23 May 2025

TURNOVER

3

14,497,651

11,760,468

Cost of sales

(6,442,785

)

(4,747,696

)

GROSS PROFIT

8,054,866

7,012,772

Distribution costs

(60,878

)

(34,676

)

Administrative expenses

(8,274,237

)

(7,128,190

)

(280,249

)

(150,094

)

Other operating income

24,326

-

OPERATING LOSS

5

(255,923

)

(150,094

)

Interest receivable and similar income

6,863

2,030

(249,060

)

(148,064

)

Interest payable and similar expenses

6

-

(114,571

)

LOSS BEFORE TAXATION

(249,060

)

(262,635

)

Tax on loss

7

15,581

-

LOSS FOR THE FINANCIAL YEAR

(233,479

)

(262,635

)

Retained earnings at beginning of year

248,161

510,796

RETAINED EARNINGS AT END OF YEAR

14,682

248,161

FIXED ASSETS

Tangible assets

8

5,335,050

2,444,771

Investments

9

100

12,600

5,335,150

2,457,371

CURRENT ASSETS

Stocks

10

998,385

789,293

Debtors

11

2,067,657

1,686,201

Cash at bank and in hand

585,982

841,167

3,652,024

3,316,661

CREDITORS

Amounts falling due within one year

12

3,258,345

5,227,496

NET CURRENT ASSETS/(LIABILITIES)

393,679

(1,910,835

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,728,829

546,536

CREDITORS

Amounts falling due after more than one year

13

415,771

-

NET ASSETS

5,313,058

546,536

CAPITAL AND RESERVES

Called up share capital

16

58,001

58,000

Share premium

17

5,040,875

40,875

Capital redemption reserve

17

199,500

199,500

Retained earnings

17

14,682

248,161

SHAREHOLDERS' FUNDS

5,313,058

546,536

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2025 and were signed on its behalf by:

N J Grayston - Director

Cash flows from operating activities

Cash generated from operations

1

1,792,912

135,726

Tax paid

(330

)

-

Net cash from operating activities

1,792,582

135,726

Cash flows from investing activities

Purchase of tangible fixed assets

(3,967,130

)

(2,146,938

)

Sale of fixed asset investments

12,500

-

Interest received

6,863

2,030

Net cash from investing activities

(3,947,767

)

(2,144,908

)

Cash flows from financing activities

New loans in year

2,300,000

2,148,745

Loan repayments in year

(5,400,001

)

-

Share issue

1

-

Share premium

5,000,000

-

Net cash from financing activities

1,900,000

2,148,745

(Decrease)/increase in cash and cash equivalents

(255,185

)

139,563

Cash and cash equivalents at beginning of year

2

841,167

701,604

Cash and cash equivalents at end of year

2

585,982

841,167

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Loss before taxation

(249,060

)

(262,635

)

Depreciation charges

1,076,853

401,214

Finance costs

-

114,571

Finance income

(6,863

)

(2,030

)

820,930

251,120

Increase in stocks

(209,092

)

(378,239

)

Increase in trade and other debtors

(365,545

)

(452,961

)

Increase in trade and other creditors

1,546,619

715,806

Cash generated from operations

1,792,912

135,726

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

585,982

841,167

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

841,167

701,604

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

841,167

(255,185

)

585,982

841,167

(255,185

)

585,982

Total

841,167

(255,185

)

585,982

1.	STATUTORY INFORMATION

Class Technology Solutions Ltd 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 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for the sale of goods and services, excluding value added tax.

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

- the company has transferred to the buyer the significant risks and rewards of ownership of the goods;

- the company 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 economic benefits associated with the transaction will flow to the company; and

- the costs incurred or to be incurred in respect of the transition can be measured reliably.

Specifically, revenue from the sale of goods is recognised when the goods are delivered and legal title has passed.

Turnover from the rental of laptops and the sale of technical support or maintenance contracts are recognised in accordance with the terms and length of the contract.

Tangible fixed assets

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

Improvements to property

-

20% on cost

Plant and machinery

-

33% on cost

Fixtures and fittings

-

33% on cost

Equipment

-

33% on cost and equal instalments over contract period

Rental Assets included within Equipment - depreciation is calculated on cost less the deposit taken for each asset and provided in equal instalments over the life of the rental contract.

Included within depreciation in income and expenditure statement is also the write off of the residual value on rentals that have ended their term.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing 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 is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

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.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.24

31.12.23

£

£

Managed IT services

10,113,413

9,052,430

DAAS (Device as a service)

4,384,238

2,708,038

14,497,651

11,760,468

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

5,392,290

5,126,974

Social security costs

553,465

506,782

Other pension costs

164,291

176,393

6,110,046

5,810,149

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

31.12.24

31.12.23

All employees

145

148

31.12.24

31.12.23

£

£

Directors' remuneration

178,746

218,778

5.	OPERATING LOSS

The operating loss is stated after charging:

31.12.24

31.12.23

£

£

Other operating leases

107,293

105,831

Depreciation - owned assets

1,076,851

401,214

Auditors' remuneration

22,500

20,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Interest

-

114,571

7.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

Tax adj re prior periods

(15,581

)

-

Tax on loss

(15,581

)

-

UK corporation tax has been charged at 19% .

8.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

Equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

206,168

20,325

21,287

2,985,508

3,233,288

Additions

6,520

-

-

3,960,610

3,967,130

At 31 December 2024

212,688

20,325

21,287

6,946,118

7,200,418

DEPRECIATION

At 1 January 2024

65,921

20,325

20,961

681,310

788,517

Charge for year

42,211

-

181

1,034,459

1,076,851

At 31 December 2024

108,132

20,325

21,142

1,715,769

1,865,368

NET BOOK VALUE

At 31 December 2024

104,556

-

145

5,230,349

5,335,050

At 31 December 2023

140,247

-

326

2,304,198

2,444,771

9.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST

At 1 January 2024

100

12,500

12,600

Disposals

-

(12,500

)

(12,500

)

At 31 December 2024

100

-

100

NET BOOK VALUE

At 31 December 2024

100

-

100

At 31 December 2023

100

12,500

12,600

10.

STOCKS

31.12.24

31.12.23

£

£

Stocks

998,385

789,293

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

1,274,581

1,337,111

Amounts owed by group undertaking

9,394

9,394

Other debtors

201,742

62,649

Tax

15,911

-

Accrued income

255,099

93,453

Prepayments

310,930

183,594

2,067,657

1,686,201

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

1,093,016

398,120

Amounts owed to group undertaking

-

3,515,772

Social security & other taxes

135,202

131,927

VAT

171,382

318,254

Other creditors

980,427

390,785

Deferred income

347,393

270,590

Accrued expenses

530,925

202,048

3,258,345

5,227,496

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

415,771

-