REGISTERED NUMBER: 08124461 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

VADATECH LTD.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S Karamooz

A Malcolm

REGISTERED OFFICE:

Hounsdown Business Park

Bulls Copse Road

Totton

Southampton

Hampshire

SO40 9LR

REGISTERED NUMBER:

08124461 (England and Wales)

AUDITORS:

Gravita Audit Western Limited

Chartered Accountants and Statutory Auditors

Bath House

6-8 Bath Street

Bristol

BS1 6HL

FIXED ASSETS

Tangible assets

4

2,100,890

2,134,212

CURRENT ASSETS

Stocks

5

17,370

1,447

Debtors: amounts falling due within one year

6

383,851

186,163

Debtors: amounts falling due after more than one year

6

2,868,459

5,496,663

Cash at bank and in hand

3,324,631

851,030

6,594,311

6,535,303

CREDITORS

Amounts falling due within one year

7

(331,250

)

(624,552

)

NET CURRENT ASSETS

6,263,061

5,910,751

TOTAL ASSETS LESS CURRENT LIABILITIES

8,363,951

8,044,963

PROVISIONS FOR LIABILITIES

8

(133,210

)

(140,600

)

NET ASSETS

8,230,741

7,904,363

CAPITAL AND RESERVES

Called up share capital

9

2,964,398

2,964,398

Retained earnings

5,266,343

4,939,965

SHAREHOLDERS' FUNDS

8,230,741

7,904,363

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 Profit and loss account has not been delivered.

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

A Malcolm - Director

1.	COMPANY INFORMATION

Vadatech 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.

The company's principal activity and nature of its operations is the retail of software and embedded computing solutions

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

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 on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Turnover

Turnover represents the total invoice value, excluding value added tax, of sales made during the year and derives from the provision of goods and services falling within the company's ordinary activities.

Tangible fixed assets

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

Freehold property

-

2% on cost

Plant and machinery

-

33% on cost

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

33% on cost

The land included within Freehold property is not depreciated.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Cash and cash equivalents

Cash and cash equivalents 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.

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 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 trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. 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 and 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, including trade and other creditors and amounts due to group undertakings 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. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:

- It is technically feasible to complete the intangible asset so that it will be available for use or sale;

- There is an intention to complete the intangible asset and use or sell it;

- There is the ability to use or sell the intangible asset;

- The use or sale of the intangible asset will generate probable future economic benefits;

- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and

- The expenditure attributable to the intangible asset during its development can be measured reliably.

Expenditure that does not meet the above criteria is expensed as incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 5 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

2,451,157

39,932

105,810

29,050

2,625,949

Additions

9,142

-

1,909

1,483

12,534

At 31 December 2024

2,460,299

39,932

107,719

30,533

2,638,483

DEPRECIATION

At 1 January 2024

336,050

39,932

91,908

23,847

491,737

Charge for year

38,774

-

3,610

3,472

45,856

At 31 December 2024

374,824

39,932

95,518

27,319

537,593

NET BOOK VALUE

At 31 December 2024

2,085,475

-

12,201

3,214

2,100,890

At 31 December 2023

2,115,107

-

13,902

5,203

2,134,212

5.

STOCKS

2024

2023

£

£

Finished goods and goods for

resale

17,370

1,447

6.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

45,711

143,053

Amounts owed by group undertakings

186,261

-

Other debtors

7,241

28,783

Tax

58,124

-

Prepayments and accrued income

86,514

14,327

383,851

186,163

Amounts falling due after more than one year:

Amounts owed by group undertakings

2,868,459

5,496,663

Aggregate amounts

3,252,310

5,682,826

Amounts owed to group undertakings that are due after more than one year relate to loans provided to the parent company, Vadatech Inc, the loan bears interest at a rate of 0.5% per annum which is payable in quarterly instalments.The loan principal is due for repayment on 30 June 2027.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

6,026

15,636

Amounts owed to group undertakings

-

97,510

Tax

-

2,415

Social security and other taxes

6,714

6,563

VAT

166,914

6,890

Accruals and deferred income

151,596

495,538

331,250

624,552

8.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

Accelerated capital allowances

133,210

140,600

Deferred

tax

£

Balance at 1 January 2024

140,600

Utilised during year

(7,390

)

Balance at 31 December 2024

133,210

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

54,000,100

Ordinary shares

£0.01

540,001

540,001

3,800,000

Non Voting Preference shares

$1

2,424,397

2,424,397

2,964,398

2,964,398

The ordinary shares entitle the holders to receive dividends, vote on the matters of the company and receive a pro-rata share of the assets of the company on a winding up.

The preference shares, which are redeemable at the option of the company, have the same right to receive dividends as the ordinary shares. However, they do not entitle the holders to vote on matters of the company and in the event of a winding up they are only entitled to receive an amount up to the par value of their shares.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for disclaimer of opinion

Vadatech Limited derived approximately 49% of its revenue from a customer contract that is subject to a national security secrecy act. As a result, we were not granted access to the contract or supporting documentation, and we were unable to obtain alternative sufficient appropriate audit evidence regarding the nature, terms, and financial impact of this arrangement. The limitation imposed was beyond the control of the entity.

Because of the significance of this matter, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Matthew Bracher BSc FCA (Senior Statutory Auditor)

for and on behalf of Gravita Audit Western Limited

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking is Vadatech Inc., a company incorporated in the United States of America. Vadatech Inc. is controlled by S Karamooz.