REGISTERED NUMBER: 11279881 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PRAGMA GROUP LIMITED

Page

Company Information

1

Report of the Directors

2

Statement of Directors' Responsibilities

3

Statement of Comprehensive Income

4

Balance Sheet

5

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

EC3M 7AF

REGISTERED NUMBER:

11279881 (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 a holding company.

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 prepared on a going concern basis as a holding company.

The Company shows a net current liabilities position at 31 December 2024 due to intercompany balances which are repayable on demand. The subsidiary companies over which the Company has full control are profitable and therefore the directors are confident that liabilities can be met. The directors of the Company have obtained confirmation from the directors of the parent undertaking Enablex Group Limited that the amounts owed will not become payable within the next twelve months.

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

The directors are responsible for preparing 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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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.

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

-

2,424,373

PROFIT BEFORE TAXATION

4

-

2,424,373

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

-

2,424,373

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

2,424,373

ASSETS

NON-CURRENT ASSETS

Investments

7

2,602,124

2,602,124

CURRENT ASSETS

Trade and other receivables

8

2,052,791

2,052,791

TOTAL ASSETS

4,654,915

4,654,915

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

10

100

100

Share premium

11

1,564,002

1,564,002

Retained earnings

11

478,713

478,713

TOTAL EQUITY

2,042,815

2,042,815

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

9

2,612,100

2,612,100

TOTAL LIABILITIES

2,612,100

2,612,100

TOTAL EQUITY AND LIABILITIES

4,654,915

4,654,915

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

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 October 2022

100

478,713

1,564,002

2,042,815

Changes in equity

Dividends

-

(2,424,373

)

-

(2,424,373

)

Total comprehensive income

-

2,424,373

-

2,424,373

Balance at 31 December 2023

100

478,713

1,564,002

2,042,815

Changes in equity

Balance at 31 December 2024

100

478,713

1,564,002

2,042,815

1.	STATUTORY INFORMATION

Pragma Group 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

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements 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 prepared on a going concern basis as a holding company.

The Company shows a net current liabilities position at 31 December 2024 due to intercompany balances which are repayable on demand. The subsidiary companies over which the Company has full control are profitable and therefore the directors are confident that liabilities can be met. The directors of the Company have obtained confirmation from the directors of the parent undertaking Enablex Group Limited that the amounts owed will not become payable within the next twelve months.

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.

Exemption from preparation of consolidated financial statements

The financial statements contain information about Pragma Group Ltd as an individual company and do not contain consolidated financial information as the parent of the group.

The accompanying accounting policies and notes form part of these financial statements.

The Company has taken advantage of the exemption conferred by s400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the EEA consolidated financial statements of a larger group.

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 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;

•

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;

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.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

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.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the period ended 31 December 2023.

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

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

5.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023.

6.

DIVIDENDS

Period

1.10.22

Year Ended

to

31.12.24

31.12.23

£

£

Ordinary shares of £1 each

Interim

-

2,424,373

7.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

2,602,124

NET BOOK VALUE

At 31 December 2024

2,602,124

At 31 December 2023

2,602,124

8.

RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

2,052,791

2,052,791

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

9.

PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

2,612,000

2,612,000

Other creditors

100

100

2,612,100

2,612,100

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

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal Value:

2024

2023

£

£

100

Ordinary

£1

100

100

100

100

11.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

478,713

1,564,002

2,042,715

Profit for the year

-

-

At 31 December 2024

478,713

1,564,002

2,042,715

12.	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.

13.	ULTIMATE CONTROLLING PARTY

The Company's immediate parent is Enablex Group Ltd, a company incorporated in England and Wales by virtue of 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.