Meganexus Hold Co Ltd Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 14429457

Meganexus Hold Co Ltd

Financial Statements

31 December 2024

Meganexus Hold Co Ltd

Financial Statements

Year ended 31 December 2024

Contents	Page

Strategic report	1

Director's report	3

Independent auditor's report to the member	5

Consolidated statement of comprehensive income	9

Consolidated statement of financial position	10

Company statement of financial position	11

Consolidated statement of changes in equity	12

Company statement of changes in equity	13

Consolidated statement of cash flows	14

Notes to the financial statements	15

Meganexus Hold Co Ltd

Strategic Report

Year ended 31 December 2024

BUSINESS REVIEW AND PRINCIPAL ACTIVITY The principal activity of the company during the period is that of a holding company and provision of management services. The group is primarily involved in providing secure software solutions to the public sector.

Results and Performance The results for the year are set out on page 10. The group continues to consolidate its position within the niche sector in which it operates. Ongoing discussions with customers and regulatory bodies are key to promoting long-term contracts and growth into the future.

Highlights and Key Performance Indicators (KPI's): The group reports a turnover of £6m up from £4m in 2023 which is in line with the Board's expectations. In addition to the increase in turnover, effective cost control and management has enabled the group to report a net profit of £2.83m (46.98%) against £1.53m (38.13%) in 2023.

Strategy and Future Developments The Board continuously focuses on increasing the customer base and maintaining high levels of customer satisfaction resulting in repeat business. During the period the group has had significant new clients added. This provides a solid foundation from which the group can continue to grow the statement of financial position and increase the financial resilience of the business. In 2024 the group made significant investment in research and development on AI in educational training and monitoring systems which will provide revenue opportunities and cost savings moving forward. The group continues to seek work on the advantageous terms achieved in the current year and the success of this approach can be seen in the good prospects for the businesses. The availability of skilled labour remains a challenge but one that is being met full on, the focus of the Board is to ensure that all the resources necessary are available to continue to provide our customers with the high-quality service they are accustomed to receiving. The group's core workforce of experienced and talented labour, its continuous investment in modern IT systems and equipment and its very high-quality technical team producing superior software solutions has enabled the group to consolidate its position in the market and look to growth in the future.

PRINCIPAL RISKS AND UNCERTAINTIES The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management. Compliance with regulation, legal and ethical standards is a priority for the Board. The principal risks arise from winning new contracts and retaining existing clients and maintaining high-level secure systems. After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and the accounts. The directors consider the state of affairs to be satisfactory at 31 December 2024.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities. The group's principal methods of financing comprise bank balances, trade creditors, trade debtors and loans to the group. The main purpose of these is to maintain sufficient cash flows needed for the group's operations. The group's approach to managing risks applicable to the financing methods concerned is shown below. In respect of bank balances the liquidity risk is managed by maintaining a positive cash balance. Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

Dr D B Brown
Director

Registered office:

Tavistock House Tavistock Square

4th Floor

North West Wing

London

WC1H 9JP

Meganexus Hold Co Ltd

Director's Report

Year ended 31 December 2024

The director presents his report and the financial statements of the group for the year ended 31 December 2024 .

Director

The director who served the company during the year was as follows:

Dr D B Brown

Dividends

The director does not recommend the payment of a dividend.

Disclosure of information in the strategic report

Details of the financial risk management objectives and policies, business review and future developments of the group are discussed in the Strategic Report.

Director's responsibilities statement

The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments 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 director is 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. He is 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.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

Dr D B Brown
Director

Registered office:

Tavistock House Tavistock Square

4th Floor

North West Wing

London

WC1H 9JP

Meganexus Hold Co Ltd

Independent Auditor's Report to the Member of Meganexus Hold Co Ltd

Year ended 31 December 2024

Opinion

We have audited the financial statements of Meganexus Hold Co Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 group's or the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of the director

As explained more fully in the director's responsibilities statement, the director is 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 director determines is 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 an auditor’s report 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: Based on our understanding of the company and industry, we identified the principal risks of non compliance with laws and regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, FRS102, Health and Safety laws, employment laws, contract laws, General Data Protection Regulations and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to fraudulent transactions that may lead to an understatement of profits such as manipulation of deferred income and overstatement of expenses, in order to reduce tax liabilities. Audit procedures performed by the audit team included: - To perform audit testing in different sections in order to check the compliance with applicable regulations and discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. - Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, significant one-off amounts or posted by senior management. - Challenging and validating the reasonableness and judgement of any key management assumptions with particular focus on deferred income and accruals as these could have a material impact on the financial statements. 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/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for- the-audit/. This description forms part of our auditor's report. There are inherent limitations on the audit procedure described above. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations or through collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's member, 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 member those matters we are required to state to them in an auditor's report 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Govier

(Senior Statutory Auditor)

For and on behalf of

Abbots

Chartered accountants & statutory auditor

Printing House

66 Lower Road

Harrow

HA2 0DH

30 September 2025

Meganexus Hold Co Ltd

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	6,015,366	4,013,802

Cost of sales	194,197	177,297
	------------	------------
Gross profit	5,821,169	3,836,505

Administrative expenses		2,982,067	2,296,999
		------------	------------
Operating profit	5	2,839,102	1,539,506

Other interest receivable and similar income	9	102	5,655
Interest payable and similar expenses	10	12,981	13,410
		------------	------------
Profit before taxation		2,826,223	1,531,751

Tax on profit	11	601,240	220,154
		------------	------------
Profit for the financial year		2,224,983	1,311,597
		------------	------------

Foreign currency retranslation	( 987)	( 1,550)
	------------	------------
Total comprehensive income for the year	2,223,996	1,310,047
	------------	------------

Profit for the financial year attributable to:

The owners of the parent company	2,224,956	1,311,506
Non-controlling interests	27	91
	------------	------------
	2,224,983	1,311,597
	------------	------------

Total comprehensive income for the year attributable to:

The owners of the parent company	2,223,970	1,309,958
Non-controlling interests	26	89
	------------	------------
	2,223,996	1,310,047
	------------	------------

All the activities of the group are from continuing operations.

Meganexus Hold Co Ltd

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	13	14,205	14,539
Investments	14	2,685,042	40,042
		------------	--------
		2,699,247	54,581

Current assets

Debtors	15	8,552,366	8,874,737
Cash at bank and in hand		274,368	177,423
		------------	------------
		8,826,734	9,052,160

Creditors: amounts falling due within one year	16	1,750,823		1,555,579
		------------		------------
Net current assets			7,075,911		7,496,581
			------------		------------
Total assets less current liabilities			9,775,158		7,551,162

Provisions	17	75,000	75,000
		------------	------------
Net assets		9,700,158	7,476,162
		------------	------------

Capital and reserves

Called up share capital	19	19,240,000	19,240,000
Other reserves	20	( 19,239,900)	( 19,239,900)
Profit and loss account	20	9,699,664	7,475,694
		--------------	--------------
Equity attributable to the owners of the parent company		9,699,764	7,475,794

Non-controlling interests	394	368
	------------	------------
	9,700,158	7,476,162
	------------	------------

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

Dr D B Brown
Director

Company registration number: 14429457

Meganexus Hold Co Ltd

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	12	2,400	2,400
Investments	14	21,925,951	19,280,951
		--------------	--------------
		21,928,351	19,283,351

Current assets

Debtors	15	8,239,000	8,510,000
Cash at bank and in hand		4,094	554
		------------	------------
		8,243,094	8,510,554

Creditors: amounts falling due within one year	16	1,610,729		1,416,135
		------------		------------
Net current assets			6,632,365		7,094,419
			--------------		--------------
Total assets less current liabilities			28,560,716		26,377,770
			--------------		--------------

Capital and reserves

Called up share capital	19	19,240,000	19,240,000
Profit and loss account	20	9,320,716	7,137,770
		--------------	--------------
Shareholder funds		28,560,716	26,377,770
		--------------	--------------

The profit for the financial year of the parent company was £ 2,182,946 (2023: £ 7,137,770 ).

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

Dr D B Brown
Director

Company registration number: 14429457

Meganexus Hold Co Ltd

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

		Called up share capital	Other reserves	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
		£	£	£	£	£	£
At 1 January 2023		19,240,000	( 19,239,900)	6,165,736	6,165,836	279	6,166,115

Profit for the year				1,311,506	1,311,506	91	1,311,597
Other comprehensive income for the year:
	Foreign currency retranslation	–	–	( 1,548)	( 1,548)	( 2)	( 1,550)
		--------------	--------------	------------	------------	----	------------
Total comprehensive income for the year		–	–	1,309,958	1,309,958	89	1,310,047

At 31 December 2023		19,240,000	( 19,239,900)	7,475,694	7,475,794	368	7,476,162

Profit for the year				2,224,956	2,224,956	27	2,224,983
Other comprehensive income for the year:
	Foreign currency retranslation	–	–	( 986)	( 986)	( 1)	( 987)
		--------------	--------------	------------	------------	----	------------
Total comprehensive income for the year		–	–	2,223,970	2,223,970	26	2,223,996

		--------------	--------------	------------	------------	----	------------
At 31 December 2024		19,240,000	( 19,239,900)	9,699,664	9,699,764	394	9,700,158
		--------------	--------------	------------	------------	----	------------

Meganexus Hold Co Ltd

Company Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£
At 1 January 2023	19,240,000	–	19,240,000

Profit for the year		7,137,770	7,137,770
	--------------	------------	--------------
Total comprehensive income for the year	–	7,137,770	7,137,770

At 31 December 2023	19,240,000	7,137,770	26,377,770

Profit for the year		2,182,946	2,182,946
	--------------	------------	--------------
Total comprehensive income for the year	–	2,182,946	2,182,946

	--------------	------------	--------------
At 31 December 2024	19,240,000	9,320,716	28,560,716
	--------------	------------	--------------

Meganexus Hold Co Ltd

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Profit for the financial year	2,224,983	1,311,597

Adjustments for:
Depreciation of tangible assets	11,500	16,506
Other interest receivable and similar income	( 102)	( 5,655)
Interest payable and similar expenses	12,981	13,410
Unrealised foreign currency gains	(987)	(1,550)
Tax on profit	601,240	220,154
Accrued expenses/(income)	71,467	( 170,949)

Changes in:
Trade and other debtors	322,889	( 1,371,656)
Trade and other creditors	36,379	340,978
Provisions and employee benefits	–	7,500
	------------	------------
Cash generated from operations	3,280,350	360,335

Interest paid	( 12,981)	( 13,410)
Interest received	102	5,655
Tax paid	( 514,360)	( 284,513)
	------------	----------
Net cash from operating activities	2,753,111	68,067
	------------	----------

Cash flows from investing activities

Purchase of tangible assets	( 11,166)	( 6,352)
Purchases of other investments	( 2,645,000)	( 40,042)
	------------	----------
Net cash used in investing activities	( 2,656,166)	( 46,394)
	------------	----------

Cash flows from financing activities

Proceeds from borrowings	–	1,042
	------------	----------
Net cash from financing activities	–	1,042
	------------	----------

Net increase in cash and cash equivalents	96,945	22,715
Cash and cash equivalents at beginning of year	177,423	154,708
	----------	----------
Cash and cash equivalents at end of year	274,368	177,423
	----------	----------

Meganexus Hold Co Ltd

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Tavistock House Tavistock Square, 4th Floor, North West Wing, London, WC1H 9JP.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Meganexus Hold Co Ltd and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Non-controlling interests

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.

The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue arising from annual support agreements and annual service contracts is recognised on a pro rata basis over the term of the contract. Revenue arising from fixed price service transactions are recognised by reference to the stage of completion of the particular transaction at the year end. When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised 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 laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Short leasehold property	-	20% straight line
Fixtures and fittings	-	33% straight line
Computer equipment	-	33% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Rendering of services	6,015,366	4,013,802
	------------	------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	2024	2023
	£	£
Depreciation of tangible assets	11,500	16,506
Impairment of trade debtors	2,400	11,891
Foreign exchange differences	4,585	( 6,700)
	--------	--------

6. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	6,500	6,000
	-------	-------

Fees payable to the company's auditor and its associates for other services:

Audit-related assurance services	20,000	18,250
	--------	--------

7. Staff costs

The average number of persons employed by the group during the year, including the director, amounted to:

	2024	2023
	No.	No.
Administrative staff	76	71
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	1,976,690	1,576,101
Social security costs	140,534	120,380
Other pension costs	18,053	15,295
	------------	------------
	2,135,277	1,711,776
	------------	------------

8. Director's remuneration

The director's aggregate remuneration in respect of qualifying services was:

	2024	2023
	£	£
Remuneration	60,000	69,996
	--------	--------

9. Other interest receivable and similar income

	2024	2023
	£	£
Interest on loans and receivables	–	5,340
Interest on bank deposits	102	315
	----	-------
	102	5,655
	----	-------

10. Interest payable and similar expenses

	2024	2023
	£	£
Other interest payable and similar charges	12,981	13,410
	--------	--------

11. Tax on profit

Major components of tax expense

	2024		2023
	£		£

Current tax:

UK current tax expense	593,071	195,177
Foreign current tax income	8,169	24,977
	----------	----------
Total current tax	601,240	220,154
	----------	----------
Tax on profit	601,240	220,154
	----------	----------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 23.50 %).

	2024	2023
	£	£
Profit on ordinary activities before taxation	2,826,223	1,531,751
	------------	------------
Profit on ordinary activities by rate of tax	706,556	359,961
Effect of expenses not deductible for tax purposes	2,697	1,717
Effect of capital allowances and depreciation	( 464)	1,676
Effect of exempt gains	–	(564)
Effect of R&D enhancement	(109,063)	(140,926)
Effect of different tax rate on foreign subsidiaries	1,514	( 1,710)
	------------	------------
Tax on profit	601,240	220,154
	------------	------------

12. Intangible assets

The group has no intangible assets.

Company	Goodwill
	£
Cost
At 1 January 2024 and 31 December 2024	2,400
	-------
Amortisation
At 1 January 2024 and 31 December 2024	–
	-------
Carrying amount
At 1 January 2024 and 31 December 2024	2,400
	-------
At 31 December 2023	2,400
	-------

13. Tangible assets

Group	Fixtures and fittings	Equipment	Total
	£	£	£
Cost
At 1 January 2024	25,831	124,243	150,074
Additions	–	11,166	11,166
	--------	----------	----------
At 31 December 2024	25,831	135,409	161,240
	--------	----------	----------
Depreciation
At 1 January 2024	25,831	109,704	135,535
Charge for the year	–	11,500	11,500
	--------	----------	----------
At 31 December 2024	25,831	121,204	147,035
	--------	----------	----------
Carrying amount
At 31 December 2024	–	14,205	14,205
	--------	----------	----------
At 31 December 2023	–	14,539	14,539
	--------	----------	----------

The company has no tangible assets.

14. Investments

Group	Other investments other than loans
	£
Cost
At 1 January 2024	40,042
Additions	2,645,000
	------------
At 31 December 2024	2,685,042
	------------
Impairment
At 1 January 2024 and 31 December 2024	–
	------------

Carrying amount
At 31 December 2024	2,685,042
	------------
At 31 December 2023	40,042
	------------

Company	Shares in group undertakings	Other investments other than loans	Total
	£	£	£
Cost
At 1 January 2024	19,240,951	40,000	19,280,951
Additions	–	2,645,000	2,645,000
	--------------	------------	--------------
At 31 December 2024	19,240,951	2,685,000	21,925,951
	--------------	------------	--------------
Impairment
At 1 January 2024 and 31 December 2024	–	–	–
	--------------	------------	--------------

Carrying amount
At 31 December 2024	19,240,951	2,685,000	21,925,951
	--------------	------------	--------------
At 31 December 2023	19,240,951	40,000	19,280,951
	--------------	------------	--------------

Subsidiaries, associates and other investments

Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
Meganexus Ltd	Tavistock House Tavistock Square	Ordinary	100
	4th Floor
	North West Wing
	London
	WC1H 9JP
Meganexus India Private Limited	P2-104	Ordinary	99.9
	Pentagon Magarpatta City
	Hadapsar Pune
	411013
AIRefined India Private Limited	P2-104	Ordinary	99.9
	Pentagon Magarpatta City
	Hadapsar Pune
	411013

Meganexus India Private Limited and AIRefined India Private Limited have a year end date of 31 March. However, the consolidated accounts have been made up from interim accounts as at the end of the parent company's financial year.

15. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	140,394	139,059	–	–
Prepayments and accrued income	184,442	177,588	34,000	10,000
Other debtors	8,227,530	8,558,090	8,205,000	8,500,000
	------------	------------	------------	------------
	8,552,366	8,874,737	8,239,000	8,510,000
	------------	------------	------------	------------

16. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	109,381	40,750	2,923	–
Amounts owed to group undertakings	–	–	1,604,284	1,414,284
Accruals and deferred income	1,036,404	721,018	–	–
Corporation tax	298,924	212,044	2,522	851
Social security and other taxes	303,445	181,264	–	–
Director loan accounts	1,042	1,042	1,000	1,000
Other creditors	1,627	399,461	–	–
	------------	------------	------------	------------
	1,750,823	1,555,579	1,610,729	1,416,135
	------------	------------	------------	------------

17. Provisions

Group	Dilapidations
	£
At 1 January 2024 and 31 December 2024	75,000
	--------

The company does not have any provisions.

Provision for dilapidations comprise remediation works identified and costed and which will be payable by the group at the end of the lease term.

18. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 18,053 (2023: £ 15,295 ).

19. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	7,000,000	7,000,000	7,000,000	7,000,000
Ordinary A shares of £ 1 each	240,000	240,000	240,000	240,000
Ordinary B shares of £ 1 each	12,000,000	12,000,000	12,000,000	12,000,000
	--------------	--------------	--------------	--------------
	19,240,000	19,240,000	19,240,000	19,240,000
	--------------	--------------	--------------	--------------

20. Reserves

Called up share capital - This reserve represents the nominal value of shares that have been issued. Profit and loss account - This reserve records retained earnings and accumulated losses. Other reserves - This reserve represents the difference between the nominal value of shares issued and shares received in exchange under the merger accounting method.

21. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	177,423	96,945	274,368
Debt due within one year	(1,042)	–	(1,042)
	----------	--------	----------
	176,381	96,945	273,326
	----------	--------	----------

22. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Not later than 1 year	105,000	105,000	–	–
Later than 1 year and not later than 5 years	61,250	166,250	–	–
	----------	----------	----	----
	166,250	271,250	–	–
	----------	----------	----	----

The amount recognised in profit or loss as an expense in relation to operating leases was £105,000 (2023: £105,000).

23. Related party transactions

Group

During the year the group entered into the following transactions with related parties:

	Transaction value		Balance owed by/(owed to)
	2024	2023	2024	2023
	£	£	£	£
Other related parties	–	–	8,250,000	8,100,000
	----	----	------------	------------

The amounts owed by related parties are in respect of short-term interest free loans.

Company

During the year the company entered into the following transactions with related parties:

	Transaction value		Balance owed by/(owed to)
	2024	2023	2024	2023
	£	£	£	£
Other related parties	–	–	8,250,000	8,500,000
	----	----	------------	------------

The company was under the control of Dr D B Brown throughout the period. Meganexus Hold Co Ltd has taken advantage of the exemption within paragraph 33.1A of FRS 102 which eliminates the requirement to disclose intra-group transactions. Details of the company's subsidiaries are disclosed in note 14.