ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Period ended

31 December

Year ended

31 July

Registered number: 14996259

NDH GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

NDH GROUP HOLDINGS LIMITED

CONTENTS

	Page
Company information	1
Group strategic report	2 - 4
Directors' report	5
Directors' responsibilities statement	6
Independent auditor's report	7 - 10
Consolidated profit and loss account	11
Consolidated statement of comprehensive income	12
Consolidated balance sheet	13 - 14
Company balance sheet	15
Consolidated statement of changes in equity	16 - 17
Company statement of changes in equity	18
Consolidated statement of cash flows	19 - 20
Notes to the financial statements	21 - 44

NDH GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A J McArthur
	V K Prema


Registered number	14996259


Registered office	Unit 3 & 4 St Margarets Business Centre
	Burleys Way
	Leicester
	LE1 3BE


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

NDH GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic review on the group and the company for the period ended 31 December 2024.
The principal activity of the company during the year was that of a holding company. The group is focused on delivering high-quality outsourced customer experience and digital services, further strengthening its position in the market.

Business review

The company was incorporated on 11 July 2023 and pursuant to a group reorganisation became the new holding company for the ATM Group.
Over the past period the group has made strong progress against 3 key strategic priorities:
Stabilisation of core trading activities – The realignment of key revenue sources in the previous year has provided a solid foundation for reinforcing relationships with significant clients. This has strengthened the group's position and improved client engagement across core markets.
We have successfully diversified both revenue streams and delivery locations, significantly reducing dependency on the UK market amid ongoing economic challenges. This positions the group to better access and capitalise on future growth opportunities in international markets.
Optimising the group structure – A major milestone during the period was the acquisition of the remaining shareholding in SA Commercial (Pty) Ltd, South Africa. This added a reputable and profitable business to our portfolio, while enhancing our nearshore operational capabilities.
Additional strategic initiatives have broadened the group's service offering and market presence, resulting in a more diversified and agile organisation. In Q4 2024, the wider group was rebranded as ATM Group, reinforcing our profile as an international solutions provider.
Maintaining a robust balance sheet – We closed the reporting period with net current assets of £2.30 million and shareholders’ funds attributable to the group of £4.71 million. These strong financials are supported by a 32% increase in revenue and a 21.7% improvement in operating profit.
Our ongoing expansion continues to be funded through internally generated cash, with no additional debt incurred during the period.

Business outlook

The sectors in which the ATM Group operates continue to offer highly attractive growth opportunities. Rising demand for value creation, sales optimisation, cost efficiency, and digital transformation is driving momentum across our core markets.
As businesses increasingly seek strategic partners to enhance customer experience, streamline processes, and deploy technology-enabled solutions, we see significant potential to expand our footprint and deliver value. Our differentiated service offerings, designed to ensure certainty of outcomes, position us well to benefit from the ongoing shift toward outsourcing and shared services.
This creates a strong pipeline for sustainable growth in the years ahead.

Principal risks and uncertainties

Despite ongoing global economic uncertainties and fluctuating consumer sentiment, the Directors remain confident that the strategic measures implemented to enhance both our managed and digital services offerings within a robust operational delivery framework position the business well for the future.

Page 2

NDH GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

Principal risks and uncertainties (continued)
The group’s financial instruments including debtors, cash at bank, and creditors form a core part of our operations and present minimal financial risk. Our strong financial position enables us to maintain favourable terms with key suppliers and credit partners.
Healthy cash reserves have been sustained over the period, supported by banking partners. The Directors continue to closely monitor working capital, with financial risk management overseen directly by the Board and executed through established policies within the finance department. Specific guidelines ensure effective credit risk management.
Client Risk - maintaining the integrity of client relationships is vital for ongoing success.
Credit Risk - stringent credit checks are applied to potential clients before service commencement, coupled with ongoing credit limit reviews.
Liquidity and Cash Flow Risk - the group maintains sufficient liquidity for operational needs, with monthly cash flow reports reviewed by the Directors to manage opportunities and risks.
Price Risk - all expenditure requires management authorisation to ensure cost efficiency.
Data and Compliance Risk - the group actively manages risks related to ransomware and IT security through up-to-date software, firewall enforcement, and regular backups. Compliance with the Data Protection Act 2018 and UK GDPR is maintained rigorously to safeguard customer data and uphold the group’s reputation.

Engagement with employees

We recognise that a strong organisational culture and shared values are vital to delivering exceptional customer experiences. Our employees are central to fulfilling this commitment.
As a responsible employer, we are committed to fair pay, equitable benefits, and prioritising the health, safety, and well-being of our workforce. During the period, we continued to invest in ESG initiatives across the Group, with a long-term focus on impact sourcing and carbon neutrality.

Key performance indicators

Our results align with our financial targets and demonstrate the resilience of our business within a challenging trading environment.

Page 3

NDH GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

Other key performance indicators

Our non-financial KPIs are primarily focused on developing and optimising performance for our client partnerships including those for service quality, digital containment and customer value creation being our primary drivers.
Brand awareness and the group profile remain strong, supported by high customer and supplier loyalty. These indicators are also tracked across all business areas to ensure continuous improvement and strategic alignment.

Conclusion

The Board is satisfied with the progress made during the period and the group’s solid financial position. The strategic initiatives underway, combined with disciplined financial management and operational excellence, place the business on a firm footing to pursue its growth ambitions.

This report was approved by the board and signed on its behalf.

V K Prema

Director

Date: 29 September 2025

Page 4

NDH GROUP HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the period ended 31 December 2024.
The company was incorporated on 11 July 2023 and persuant to a group reorganisation became the new holding company for the subsidiaries outlined in note 2.2. The group financial statements have been prepared on the merger accounting basis as if the group had always existed. Accordingly, the group financial statements have been drawn up for the period ended 31 December 2024 and comparative information of the group has been provided for the year ended 31 July 2023.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £1,435,555 (2023 - £788,057).

The directors do not recommend payment of a final dividend.
Prior to the group reorganisation completed via a share-for-share exchange, AT Management Limited declared and paid dividends to its former shareholders. These dividends were paid out of distributable reserves and occurred before the share-for-share exchange.

Directors

The directors who served during the period were:

A J McArthur (appointed 11 July 2023)

V K Prema (appointed 11 July 2023)

Matters covered in the Group Strategic Report

As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the group since the period end.

This report was approved by the board and signed on its behalf.

V K Prema

Director

Date: 29 September 2025

Page 5

NDH GROUP HOLDINGS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2024

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group 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 the group and to 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

NDH GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NDH GROUP HOLDINGS LIMITED

FOR THE PERIOD ENDED 31 DECEMBER 2024

Opinion

We have audited the financial statements of NDH Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024, which comprise the consolidated profit and loss account, the consolidated statement of comprehensive income, the consolidated balance sheet, the company balance sheet, the consolidated statement of changes in equity, the company statement of changes in equity and the consolidated statement of cash flows and the notes to the financial statements, including 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the period 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 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 United Kingdom, including the Financial Reporting Council'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 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 directors with respect to going concern are described in the relevant sections of this report.

Page 7

NDH GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NDH GROUP HOLDINGS LIMITED (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

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 directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 group strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the group strategic report and the directors' 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 group strategic report or the directors' 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 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 directors' responsibilities statement set out on page 6, 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 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 directors are 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 8

NDH GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NDH GROUP HOLDINGS LIMITED (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

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 Group 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 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 group and company through discussions with directors and other management, and from our commercial knowledge and experience of the telecommunications sector;

∙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 and taxation 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 a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 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 HM Revenue and Customs.

Page 9

NDH GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NDH GROUP HOLDINGS LIMITED (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

Auditor's responsibilities for the audit of the financial statements (continued)

Our risk assessment findings for both non-compliance with laws and regulations and the susceptibility of the group’s financial statements to material misstatement arising from fraud were communicated with component auditors so that they could include them within their own risk assessment procedures and include, where appropriate audit procedures in response to such risks in their work.
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 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 auditor's report.

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 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Shepherd (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

30 September 2025

Page 10

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Period ended 31 December	Year ended 31 July
	2024	2023


Turnover	4	35,885,034	19,195,753
Cost of sales		(21,536,150)	(12,128,686)
Gross profit		14,348,884	7,067,067
Administrative expenses		(13,242,046)	(6,150,332)
Other operating income	5	994,008	301,798
Operating profit	6	2,100,846	1,218,533
Interest receivable and similar income	9	165,240	5,066
Interest payable and similar expenses	10	(217,903)	(193,047)
Profit before taxation		2,048,183	1,030,552
Tax on profit	11	(738,230)	(232,662)
Profit for the financial period/year		1,309,953	797,890

Profit for the period attributable to:
Non-controlling interests	(125,602)	9,833
Owners of the parent	1,435,555	788,057
	1,309,953	797,890

The notes on pages 21 to 44 form part of these financial statements.

Page 11

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2024

				Period ended 31 December	Year ended 31 July
				2024	2023

Profit for the financial period	1,309,953	797,890
Other comprehensive income
Currency translation differences	(49,399)	3,181
Other comprehensive income for the period/year	(49,399)	3,181
Total comprehensive income for the period	1,260,554	801,071

Profit for the period attributable to:
Non-controlling interest	(125,602)	9,833
Owners of the parent company	1,435,555	788,057
	1,309,953	797,890

Total comprehensive income attributable to:
Non-controlling interest	(135,777)	10,851
Owners of the parent company	1,396,331	790,220
	1,260,554	801,071

The notes on pages 21 to 44 form part of these financial statements.

Page 12

REGISTERED NUMBER:14996259

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

	31 December	31 July
	2024	2023
Note

Fixed assets
Intangible assets	13		1,847,102		-
Tangible fixed assets	14		1,173,990		977,139
			3,021,092		977,139
Current assets
Debtors: amounts falling due within one year	16	10,882,734		7,761,288
Cash at bank and in hand	17	584,204		602,694
		11,466,938		8,363,982
Creditors: amounts falling due within one year	18	(9,137,134)		(5,892,388)
Net current assets			2,329,804		2,471,594
Total assets less current liabilities			5,350,896		3,448,733
Creditors: amounts falling due after more than one year	19		(446,700)		(963,375)
Provisions for liabilities
Deferred taxation	22	(100,517)		(200,397)
			(100,517)		(200,397)
Net assets			4,803,679		2,284,961

Page 13

REGISTERED NUMBER:14996259

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

Capital and reserves
Called up share capital	23	1,148	2
Share premium account	24	616,751	-
Foreign exchange reserve	24	(37,061)	2,163
Merger reserve	24	1,719,017	-
Profit and loss account	24	2,413,413	2,110,038
Equity attributable to owners of the parent company		4,713,268	2,112,203
Non-controlling interests		90,411	172,758
Total equity		4,803,679	2,284,961

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

V K Prema

Director

Date: 29 September 2025

The notes on pages 21 to 44 form part of these financial statements.

Page 14

REGISTERED NUMBER:14996259

NDH GROUP HOLDINGS LIMITED

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

	31 December	31 July
	2024	2023
Note

Fixed assets
Investments	15		1,146,307		-
			1,146,307		-
Current assets
Debtors: amounts falling due within one year	16	1,263,402		2
Cash at bank and in hand	17	803		-
		1,264,205		2
Creditors: amounts falling due within one year	18	(2,393,673)		-
Net current (liabilities)/assets			(1,129,468)		2
Total assets less current liabilities			16,839		2


Net assets			16,839		2

Capital and reserves
Called up share capital	23	1,148	2
Share premium account	24	616,751	-
Profit and loss account	24	(601,060)	-
Total equity		16,839	2

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

V K Prema

Director

Date: 29 September 2025

The notes on pages 21 to 44 form part of these financial statements.

Page 15

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Merger reserve	Profit and loss account	Equity attributable to owners of parent company	Non-controlling interests	Total equity
At 1 August 2022	-	-	-	-	2,061,231	2,061,231	-	2,061,231
Comprehensive income for the year
Profit for the financial year	-	-	-	-	788,057	788,057	9,833	797,890
Currency translation differences	-	-	2,163	-	-	2,163	1,018	3,181
Total comprehensive income for the year	-	-	2,163	-	788,057	790,220	10,851	801,071
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	-	(739,250)	(739,250)	-	(739,250)
Shares issued during the year	2	-	-	-	-	2	-	2
Non controlling interests arising on acquisition	-	-	-	-	-	-	161,907	161,907
Total transactions with owners	2	-	-	-	(739,250)	(739,248)	161,907	(577,341)

At 1 August 2023	2	-	2,163	-	2,110,038	2,112,203	172,758	2,284,961
Comprehensive income for the period
Profit for the financial period	-	-	-	-	1,435,555	1,435,555	(125,602)	1,309,953
Currency translation differences	-	-	(39,224)	-	-	(39,224)	(10,175)	(49,399)
Total comprehensive income for the period	-	-	(39,224)	-	1,435,555	1,396,331	(135,777)	1,260,554

Page 16

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	-	(460,750)	(460,750)	(129,240)	(589,990)
Shares issued during the period	1,146	616,751	-	-	-	617,897	-	617,897
Non controlling interests arising on acquisition	-	-	-	-	-	-	232,526	232,526
Acquisition of remaining non-controlling interests	-	-	-	-	(671,430)	(671,430)	(49,856)	(721,286)
Acquisitions through share for share exchanges	-	-	-	1,719,017	-	1,719,017	-	1,719,017
Total transactions with owners	1,146	616,751	-	1,719,017	(1,132,180)	1,204,734	53,430	1,258,164
At 31 December 2024	1,148	616,751	(37,061)	1,719,017	2,413,413	4,713,268	90,411	4,803,679

The notes on pages 21 to 44 form part of these financial statements.

Page 17

NDH GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
Contributions by and distributions to owners
Shares issued during the period	2	-	-	2

At 1 August 2023	2	-	-	2
Comprehensive income for the period
Loss for the financial period	-	-	(601,060)	(601,060)
Contributions by and distributions to owners
Shares issued during the period	1,146	616,751	-	617,897
At 31 December 2024	1,148	616,751	(601,060)	16,839

The notes on pages 21 to 44 form part of these financial statements.

Page 18

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2024

			Period ended 31 December	Year ended 31 July
			2024	2023

Cash flows from operating activities
Profit for the financial period	1,309,953	797,890
Adjustments for:
Amortisation of intangible assets	136,743	8,779
Depreciation of tangible assets	471,112	232,531
Loss on disposal of tangible assets	79,501	3,185
Interest paid	217,903	193,047
Interest received	(165,240)	(5,066)
Taxation charge	738,230	232,662
Increase in debtors	(3,121,446)	(544,930)
Increase in creditors	3,078,758	943,411
Corporation tax paid	(665,498)	(53,000)
Foreign exchange	(56,590)	3,045
Net cash generated from operating activities	2,023,426	1,811,554

Cash flows from investing activities
Purchase of tangible fixed assets	(267,675)	(623,781)
Purchase of fixed asset investments	(1,226,186)	10,552
Interest received	165,240	5,066
Net cash used in investing activities	(1,328,621)	(608,163)
Cash flows from financing activities
Issue of ordinary shares	617,897	-
Repayment of loans	(497,250)	(351,000)
Repayment of obligations under finance leases	(86,695)	(51,109)
Dividends paid	(589,990)	(739,250)
Interest paid	(158,401)	(158,650)
Net cash used in financing activities	(714,439)	(1,300,009)

Page 19

NDH GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE PERIOD ENDED 31 DECEMBER 2024

		Period ended 31 December	Year ended 31 July
		2024	2023


Net decrease in cash and cash equivalents	(19,634)	(96,618)
Cash and cash equivalents at beginning of period	602,694	698,759
Cash and cash equivalents at the end of period	583,060	602,141

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	584,204	602,694
Bank overdrafts	(1,144)	(553)
	583,060	602,141

Page 20

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	General information

NDH Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The address of its principal place of business and registered office is Unit 3 & 4 St Margarets Business Centre, Burleys Way, Leicester, LE1 3BE.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
The group financial statements have been prepared using the merger accounting method.
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);

∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows);

∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments); and

∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation)

The following principal accounting policies have been applied:

Page 21

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
On 11 July 2023, the company was incorporated and a group restructuring subsequently took place. The company acquired the following subsidiaries during the period:

∙AT Management Limited (100% shareholding) through a share for share exchange on 15 January 2024;

∙AT Innovative Management Limited (80% shareholding) through a share for share exchange on 15 January 2024;

∙TCMS BPO International B.V (75% shareholding) on 15 January 2024;

∙The Verity Centre (15) Limited (80% shareholding) on 31 August 2024; and

∙ATM Group Digital Services Ltd (formerly SA Comm UK Ltd) (100% shareholding) through a share for share exchange on 18 October 2024.

There has been no change in ultimate ownership of the business or its subsidiaries for those entities that were acquired through share for share exchanges. The business combination for the entities acquired through share for share exchanges has been accounted for using merger accounting.
Merger accounting gives rise to a merger reserve in the consolidated statement of financial position, being the difference between the nominal value of the shares held by the combined entity and the shares at nominal value held by the parent company.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

2.3

Comparative financial statements

The consolidated financial statements have been prepared using the merger accounting method in accordance with Section 19 of FRS 102. Under this method, the results and financial position of the combining entities are presented as if the group had been in existence throughout both the current and comparative periods.
Accordingly, the comparative figures for the year ended 31 July 2023 reflect the consolidated results of the combining entities as if the group structure had been in place throughout that period.

2.4

Going concern

After making enquiries, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 22

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the consolidated profit and loss account in the same period as the related expenditure.

2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Page 24

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.
Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Negative goodwill

Negative goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, negative goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.

Negative goodwill is amortised back to the profit and loss account on a straight line basis over its useful economic life.

Page 25

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	10-33% straight line
Motor vehicles	-	25% straight line
Fixtures and fittings	-	25% straight line
Office equipment	-	14-25% straight line
Computer equipment	-	17-25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 26

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments

The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

The group’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 27

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Financial instruments (continued)

Impairment of financial assets
Financial assets 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 the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the group would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.20

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Page 28

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimations that the directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:
a) Goodwill arising on business combinations
Management has exercised judgment in determining whether the acquisition of entities during the period meets the definition of a business combination under FRS 102 Section 19. This assessment involves evaluating whether the acquired set of activities and assets constitutes a business, as defined by FRS 102, and whether control has been obtained.
In applying merger accounting, the group has presented the consolidated financial statements as if the group structure had been in place throughout the comparative period. This reflects management’s judgment that the combination represents a continuation of the existing business rather than acquisitions new to the group.
b) Useful economic lives and amortisation of goodwill
Goodwill and negative goodwill is amortised on a straight-line basis over its estimated useful life, which management has determined to be three years.
The useful life of goodwill and negative goodwill are reviewed annually, and management considers whether there are any indicators of impairment. No impairment has been recognised in the current period.

Turnover

Analysis of turnover by country of destination:

					Period ended 31 December	Year ended 31 July
					2024	2023

United Kingdom	26,236,250	18,631,005
Rest of Europe	4,613,071	-
Rest of the world	5,035,713	564,748
	35,885,034	19,195,753

The whole of the turnover is attributable to the principal activity of the group.

Page 29

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

5.	Other operating income
		Period ended 31 December	Year ended 31 July
		2024	2023

Recharged support services	702,929	294,307
Government grants receivable	231,087	3,827
Sundry income	59,992	3,664
	994,008	301,798

Exchange differences	129,636	5,437
Operating lease rentals	1,329,504	625,487
Depreciation of tangible fixed assets	471,112	232,531
Amortisation of goodwill	136,743	8,779
Profit/(loss) on disposal of tangible fixed assets	79,501	3,185
Fees payable to the company’s auditors for the audit of group's and parent company's financial statements:	24,200	-
Fees payable to the company's auditors and its associates for other services:
- the audit of the company's subsidiaries pursuant to legislation	27,850	33,000
- accounting services	19,670	11,150
- tax services	4,780	3,100

Page 30

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group 31 December	Group 31 July
		2024	2023


Wages and salaries	20,675,560	9,775,140
Social security costs	1,680,395	724,231
Cost of defined contribution scheme	252,865	159,544
	22,608,820	10,658,915

The average monthly number of employees, including the directors, during the period was as follows:

	Group	Group	Company	Company
	Period ended 31 December	Year ended 31 July	Period ended 31 December	Year ended 31 July
	2024	2023	2024	2023
	No.	No.	No.	No.

Administrative	191	92	2	2
Operational	636	376	-	-

	827	468	2	2

8.	Directors' remuneration
		31 December	31 July
		2024	2023


Directors' emoluments	218,497	140,690
Group contributions to defined contribution pension schemes	24,170	10,820
	242,667	151,510

	During the period retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £160,031 (2023 - £96,531).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £20,200 (2023 - £8,119).

Page 31

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

9.	Interest receivable
		Period ended 31 December	Year ended 31 July
		2024	2023

Other interest receivable

165,240

5,066

10.	Interest payable and similar expenses
		Period ended 31 December	Year ended 31 July
		2024	2023

Bank interest payable	120,992	96,489
Other loan interest payable	3,218	3,498
Finance leases and hire purchase contracts	34,191	17,530
Other interest payable	59,502	75,530
	217,903	193,047

Corporation tax
Current tax on profits for the period	898,841	153,357
Adjustments in respect of previous periods	(60,731)	-

Total current tax	838,110	153,357

Deferred tax
Origination and reversal of timing differences	(99,880)	79,305
Total deferred tax	(99,880)	79,305


	Tax on profit	738,230	232,662

Page 32

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

2,048,183

1,030,552

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	512,046	242,180
Effects of:
Non-tax deductible amortisation of goodwill and impairment	11,156	(2,063)
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	19,667	865
Capital allowances for period/year in excess of depreciation	86,653	(81,933)
Higher rate taxes on overseas earnings	-	8,080
Adjustments to tax charge in respect of prior periods	(60,770)	-
Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax	(1,479)	2,092
Short-term timing difference leading to an increase (decrease) in taxation	1,478	(2,226)
Other timing differences leading to an increase (decrease) in taxation	(15,851)	81,531
Changes in the coporation tax rate during the year	-	(15,864)
Unrelieved tax losses carried forward	185,330	-
Total tax charge for the period/year	738,230	232,662

Factors that may affect future tax charges

At the end of the year the group had unrecognised tax losses of £754,645 (2023: £Nil) to carry forward against future profits. The losses give rise to a potential deferred tax asset of approximately £181,761 (2023: £Nil), which has not been recognised in these financial statements in view of the uncertainty as to their future levels of profitability. These losses will be utilised as and when sufficient taxable profits are made.

Page 33

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

12.	Dividends
		31 December	31 July
		2024	2023

Dividends paid

460,750

739,250

Prior to the group reorganisation completed via a share-for-share exchange, AT Management Limited declared and paid dividends to its former shareholders. These dividends were paid out of distributable reserves and occurred before the share-for-share exchange.

	Goodwill	Negative goodwill	Total
Cost
At 1 August 2023	8,779	-	8,779
On acquisition of subsidiaries	2,008,766	(24,921)	1,983,845
At 31 December 2024	2,017,545	(24,921)	1,992,624
Amortisation
At 1 August 2023	8,779	-	8,779
Charge for the period	161,664	(24,921)	136,743
At 31 December 2024	170,443	(24,921)	145,522
Net book value
At 31 December 2024	1,847,102	-	1,847,102
At 31 July 2023	-	-	-

The company had no intangible fixed assets at the period end.
The amortisation charge for the year has been recognised within administrative expenses.

Page 34


NDH GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

	14.	Tangible fixed assets
		Group

	Long-term leasehold property	Motor vehicles	Fixtures and fittings	Office equipment	Computer equipment	Total
Cost
At 1 August 2023	431,413	384,469	50,998	335,787	451,243	1,653,910
Additions	-	-	127,885	46,355	93,435	267,675
Acquisition of subsidiary	360,435	-	-	72,513	55,067	488,015
Disposals	-	(138,000)	(38,236)	(9,512)	(130,336)	(316,084)
Exchange adjustments	(1,678)	-	(1,039)	(1,981)	(2,041)	(6,739)
At 31 December 2024	790,170	246,469	139,608	443,162	467,368	2,086,777
Depreciation
At 1 August 2023	144,416	56,394	43,555	132,318	300,088	676,771
Charge for the period	197,704	65,332	19,163	75,769	113,144	471,112
Disposals	-	(69,000)	(38,236)	(6,924)	(122,423)	(236,583)
Acquisition of subsidiary	765	-	-	9,359	5,293	15,417
Exchange adjustments	(380)	-	(2,673)	(4,939)	(5,938)	(13,930)
At 31 December 2024	342,505	52,726	21,809	205,583	290,164	912,787

Page 35


NDH GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

Net book value
At 31 December 2024	447,665	193,743	117,799	237,579	177,204	1,173,990
At 31 July 2023	286,997	328,075	7,443	203,469	151,155	977,139

The company had no tangible fixed assets at the period end.

Page 36

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
	Cost
	Additions	1,146,307
	At 31 December 2024	1,146,307

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

AT Management Limited	Unit 3 & 4 St Margarets Business Centre, Burleys Way, Leicester, LE1 3BE	Ordinary	100%
The Verity Centre (15) Limited	Unit 3 & 4 St Margarets Business Centre, Burleys Way, Leicester, LE1 3BE	Ordinary	96%
AT Innovative Management Limited	1st Floor - Clifford Building, Harmony Hill, Sligo, F91 RR2F, Ireland	Ordinary	80%
TCMS BPO International B.V	Handelsstraat 34, 6135 KL Sittard, The Netherlands	Ordinary	75%
ATM Group Digital Services Ltd (formerly SA Comm UK Ltd)	Unit 3 & 4 St Margarets Business Centre, Burleys Way, Leicester, LE1 3BE	Ordinary	100%
ATM SA Proprietary Limited	1st Floor Parc du Links Building, 7 Niblick Way, Somerset West, 7130, South Africa	Ordinary	100%
Woven SAC Proprietary Limited	22 Long Street, 8th Floor, Cape Town, 8000, South Africa	Ordinary	90%
SA Commercial (Pty) Limited	7th Floor, 14 Long Street, Cape Town, 8000, South Africa	Ordinary	90%

ATM SA Proprietary Limited, Woven SAC Proprietary Limited, and SA Commercial (Pty) Limited are indirect subsidiaries.

The Verity Centre (15) Limited (CRN: 13236462) and ATM Group Digital Services Ltd (formerly SA Comm UK Ltd) (CRN: 10257235) have taken the exemption available in Section 479A of the Companies Act 2006 from having their individual accounts audited. The guarantees given by the parent undertaking under Section 479A of the Act are disclosed in note 26.

Page 37

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

16.

Debtors

		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2024	2023	2024	2023


Trade debtors	7,865,363	4,814,852	-	-
Amounts owed by group undertakings	-	-	58,424	-
Amounts owed by related undertakings	810,791	1,273,644	810,791	-
Other debtors	636,487	44,247	394,187	2
Prepayments and accrued income	1,570,093	1,628,545	-	-
	10,882,734	7,761,288	1,263,402	2

Amounts owed by group and related undertakings are interest free, have no fixed repayment date and are repayable on demand.

17.	Cash and cash equivalents
		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2024	2023	2024	2023

Cash at bank and in hand	584,204	602,694	803	-
Less: bank overdrafts	(1,144)	(553)	-	-
	583,060	602,141	803	-

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NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

18.	Creditors: Amounts falling due within one year
		Group 31 December	Group 31 July	Company 31 December	Company 31 July
		2024	2023	2024	2023

Bank overdrafts	1,144	553	-	-
Bank loans	351,000	351,000	-	-
Other loans	-	26,745	-	-
Trade creditors	638,804	195,147	-	-
Amounts owed to group undertakings	-	-	2,346,728	-
Amounts owed to related undertakings	-	559,997	-	-
Corporation tax	973,252	741,138	-	-
Other taxation and social security	3,127,729	1,161,274	-	-
Obligations under finance lease and hire purchase contracts	29,218	164,654	-	-
Other creditors	2,465,099	1,834,375	2,595	-
Accruals and deferred income	1,550,888	857,505	44,350	-
	9,137,134	5,892,388	2,393,673	-

Amounts owed to group and related undertakings are interest free, have no fixed repayment date and are repayable on demand.

The following liabilities were secured:
	Group 31 December	Group 31 July
	2024	2023

Bank loans

351,000

Details of security provided:

The bank loan is secured by a guarantee pledged by a director, which is limited to £175,500 in favour of one of the subsidiaries bankers. In addition this is supported by a fixed and floating charge over the assets of the relevant subsidiary undertaking.
The interest on the bank loan is charged at 3.99% above the prevailing base rate. The bank loan is repayable by way of equal monthly instalments by October 2026.

Page 39

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

19.	Creditors: Amounts falling due after more than one year
		Group 31 December	Group 31 July
		2024	2023

Bank loans	292,500	789,750
Net obligations under finance leases and hire purchase contracts	154,200	173,625
	446,700	963,375

The following liabilities were secured:
	Group 31 December	Group 31 July
	2024	2023


	Bank loans	292,500	789,750

Details of security provided:

Page 40

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

20.	Loans
	Analysis of the maturity of loans is given below:
		Group 31 December	Group 31 July
		2024	2023

Amounts falling due within one year
Bank loans	351,000	351,000
Other loans	-	26,745
	351,000	377,745
Amounts falling due 1-2 years
Bank loans	292,500	351,000
Amounts falling due 2-5 years
Bank loans	-	438,750

	643,500	1,167,495

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group 31 December	Group 31 July
		2024	2023

Within one year	46,460	138,173
Between 1-5 years	171,098	236,916
	217,558	375,089

22.	Deferred taxation
	Group



	At beginning of period	(200,397)
	Charged to profit or loss	99,880
	At end of period	(100,517)

Page 41

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

22.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:
	Group 31 December	Group 31 July
	2024	2023

Accelerated capital allowances	(107,615)	(208,974)
Short-term timing differences	7,098	8,577
	(100,517)	(200,397)

The company had no defered tax balances at the period end.

23.	Share capital
		31 December	31 July
		2024	2023

Allotted, called up and fully paid

Nil (2023: 4) Ordinary shares of £0.5 each	-	2
11,446 (2023: Nil) Ordinary shares of £0.1 each	1,145	-
26 (2023 - Nil) A Ordinary shares of £0.1 each	3	-

	1,148	2

On incorporation the company issued 4 Ordinary shares of £0.5 each at par in order to establish the capital structure of the company.
On 15 January 2024, the company issued 1,996 Ordinary shares of £0.5 each and 128 Ordinary shares of £0.5 each in order to facilitate a share for share exchange with the shareholders of AT Management Limited and AT Innovative Management Limited respectively.
On 18 October 2024, the company undertook a subdivision of its share capital. A total of 2,128 Ordinary shares of £0.50 each were subdivided into 10,640 Ordinary shares of £0.10 each. The subdivision did not affect the total nominal value of issued share capital.
On 18 October 2024, the company issued 806 Ordinary shares of £0.1 each and 26 A Ordinary shares of £0.1 each in order to facilitate a share for share exchange with the shareholders of ATM Group Digital Services Ltd (formerly SA Comm UK Ltd).
The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
The holders of A Ordinary shares are not entitled to receive dividends as declared from time to time, however, they are entitled to vote at meetings of the company, which rank equally to the voting rights of Ordinary shareholders.

Page 42

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

24.

Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction
costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

The foreign exchange reserve is a non-distributable reserve arising on the translation of foreign subsidiaries balances during consolidation.

Merger reserve

The merger reserve relates to the difference between the cost of the company's investments and the nominal value of the share capital acquired.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

25.	Analysis of net debt

		At 1 August 2023	Cash flows	At 31 December 2024

Cash at bank and in hand	602,694	(18,490)	584,204
Bank overdrafts	(553)	(591)	(1,144)
Debt due after 1 year	(789,750)	497,250	(292,500)
Debt due within 1 year	(448,291)	83,565	(364,726)
Finance leases	(338,279)	154,861	(183,418)
	(974,179)	716,595	(257,584)

26.	Contingent liabilities and guarantees

In order for the subsidiary companies, The Verity Centre (15) Limited (CRN: 13236462) and ATM Group Digital Services Ltd (formerly SA Comm UK Ltd) (CRN: 10257235) to take audit exemption under section 479A of the Companies Act 2006, the company has guaranteed all outstanding liabilities of these subsidiaries at 31 December 2024 until those liabilities are satisfied in full.

Page 43

NDH GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

27.	Commitments under operating leases
	At 31 December 2024 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group 31 December	Group 31 July
		2024	2023

Not later than 1 year	788,606	443,125
Later than 1 year and not later than 5 years	2,018,548	1,714,105
	2,807,154	2,157,230

The company has no commitments under operating leases at the period end.

28.	Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:

Relationship	Transaction	Amount		Amount due (to)/from related parties
		2024	2023	2024	2023
		£	£	£	£

Entities under common control	Amounts receivable	-	-	810,791	1,273,644
	Amounts payable	-	-	-	(559,997)
	Transactions	373,960	1,913,218	-	-

Directors and close family members	Amounts receivable	-	-	394,187	-
	Amounts payable	-	-	(13,726)	(70,546)
	Amounts advanced and other payments	875,345	554,173	-	-
	Dividends paid	(460,750)	(739,250)	-	-

Key management personnel including directors

Total remuneration paid

397,643

151,510

Amounts owed to/from related parties are unsecured, interest free and due for settlement on demand.

29.	Controlling party

In the opinion of the directors, the ultimate controlling party is the McArthur family.

Page 44