ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: SC608549

SYSTAL HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

SYSTAL HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Douglas Cumming
	Neil John Nicolson
	Gary James O'Neil


Registered number	SC608549


Registered office	Rowan House
	Robroyston Oval
	Glasgow
	G33 1AP


Independent auditors	Anderson Anderson & Brown Audit LLP
	133 Finnieston Street
	Glasgow
	G3 8HB


Bankers	Virgin Money
	5th Floor, Guildhall
	57 Queen Street
	Glasgow
	G1 3ER

SYSTAL HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Balance Sheet	9
Company Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Company Statement of Changes in Equity	12
Consolidated Analysis of Net Debt	13
Notes to the Financial Statements	14 - 32

SYSTAL HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their report for the year ended 31 December 2024 of Systal Holdings Limited, and its subsidiaries, trading as Systal Technologies (‘Systal’).

Business review

Systal is a global, market leading, managed network and security services provider focused on providing excellent customer service and bespoke solutions. Systal’s network and security operating centres around the World, manage and monitor network performance around the clock, 365 days a year, to a wide range of global businesses. The Group looks after over 200,000 assets in more than 70 countries for 240 enterprise level customers.
Systal’s investment in infrastructure and its geographical network of 28 locations has established the platform to deliver its value-add solutions and cyber security services. In support of its US customer base and rising demand for managed network, cyber security and cloud services, in early 2024, Systal opened a new operating centre in Tampa, Florida.

Principal risks and uncertainties

The Board reviewed the principle risks and uncertainties of the Group and concluded that there were no significant changes. The Group’s principle risks are its competitors, customer concentration, staff retention and cyber security. Training and developing staff, strategic actions to win new business and application of the latest software combined with targeted on-line learning sought to manage these risks during the year.

Financial key performance indicators

The main key performance indicators assessed are in respect of sales, gross profit and ebitda.

S172 Statement

The directors have disclosed their group S172 statement within the Ultimate Parent company's accounts, Sarah Topco Limited, and copies of the consolidated financial statements are available to the public from its registered office at 21 Hanover Square, 2nd Floor, London, United Kingdom, W1S 1JW.

Future developments

Our employees are Systal’s most important asset and the Board would like to thank them for their huge contribution to the growth and development of Systal over the last year. Systal continues its strategy to support controlled growth, improve margins and to deliver strong cash flow.
Our focus on new business and partnerships together with extended commitments from long term customer relationships, supports Systal’s ambition to substantially grow revenue, run rate ebitda and its return to shareholders.

This report was approved by the board on 30 September 2025 and signed on its behalf.

Neil John Nicolson

Director

Page 1

SYSTAL HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

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 year. 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 judgements 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.

Results and dividends

The profit for the year, after taxation, amounted to £410,460 (2023 - loss £48,919).

Directors

The Directors who served during the year were:

Douglas Cumming

Neil John Nicolson

Gary James O'Neil

Future developments

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out the company's strategic report information required by Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch.7 to be contained in the Directors' report. It has been done so in respect of future developments.

Greenhouse gas emissions, energy consumption and energy efficiency action

No further disclosure is given in this Report in relation to the Streamlined Energy & Carbon Reporting as the company is exempt from disclosure as a low energy user.

Page 2

SYSTAL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting.

This report was approved by the board on 30 September 2025 and signed on its behalf.

Neil John Nicolson

Director

Page 3

SYSTAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYSTAL HOLDINGS LIMITED

Opinion

We have audited the financial statements of Systal Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise 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 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 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 year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 4

SYSTAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYSTAL HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 year 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 2, 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 5

SYSTAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYSTAL HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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:

•completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;
•enquiry of management about the company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;
•examining supporting documents for all material balances, transactions and disclosures;
•enquiry of management, about litigations and claims and inspection of relevant correspondence
•evaluation of the selection and application of accounting policies related to subjective measurements and complex transactions;
•analytical procedures to identify any unusual or unexpected relationships;
•specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the amounts recoverable on contracts, deprecation of fixed assets, carrying value of accruals and revenue recognition;
•considering management override of controls outside of the normal operating cycles including testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business.
We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the directors.
Based on our understanding of the company and industry, discussions with management and directors we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.
As part of the engagement team discussion about how and where the company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from
fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including
deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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 Auditors' Report.

Page 6

SYSTAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYSTAL HOLDINGS LIMITED (CONTINUED)

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 Auditors' 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.

Angus McCuaig (Senior Statutory Auditor)

for and on behalf of

Anderson Anderson & Brown Audit LLP

Statutory Auditors

133 Finnieston Street

Glasgow

G3 8HB

30 September 2025

Page 7

SYSTAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	3	71,901,305	69,759,964
Cost of sales		(50,051,710)	(48,108,376)
Gross profit		21,849,595	21,651,588
Administrative expenses		(17,668,560)	(18,454,649)
Other operating income	4	500,000	460,000
Operating profit before depreciation and exceptional items	5	4,681,035	3,656,939
Amortisation and depreciation charges		(1,785,852)	(1,559,982)
Exceptional items		(1,514,376)	(1,882,315)
Profit on ordinary activities before interest		1,380,807	214,642
Interest payable and expenses	9	(716,720)	(560,675)
Profit/(loss) before taxation		664,087	(346,033)
Tax on profit/(loss)	10	(253,627)	297,114
Profit/(loss) for the financial year		410,460	(48,919)

The notes on pages 14 to 32 form part of these financial statements.

Page 8

SYSTAL HOLDINGS LIMITED

REGISTERED NUMBER: SC608549

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible fixed assets			3,978,684		5,472,996
			3,978,684		5,472,996
Current assets
Debtors: amounts falling due within one year	15	24,853,345		27,081,745
Cash at bank and in hand		2,394,981		1,984,034
		27,248,326		29,065,779
Creditors: amounts falling due within one year	16	(22,464,932)		(24,321,393)
Net current assets			4,783,394		4,744,386
Total assets less current liabilities			8,762,078		10,217,382
Creditors: amounts falling due after more than one year			(188,246)		(1,660,050)
Net assets			8,573,832		8,557,332

Capital and reserves
Called up share capital	22	154	154
Share premium account		64,950	64,950
Profit and loss account		8,508,728	8,492,228
		8,573,832	8,557,332

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.

Neil John Nicolson

Director

The notes on pages 14 to 32 form part of these financial statements.

Page 9

SYSTAL HOLDINGS LIMITED

REGISTERED NUMBER: SC608549

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	14		220,562		220,562
			220,562		220,562
Current assets
Debtors: amounts falling due within one year	15	3,558,072		5,739,040
Cash at bank and in hand		340,662		658,678
		3,898,734		6,397,718
Creditors: amounts falling due within one year	16	(3,962,710)		(6,568,287)
Net current liabilities			(63,976)		(170,569)


Net assets			156,586		49,993

Capital and reserves
Called up share capital	22		154		154
Profit and loss account brought forward		49,839		(56)
Profit for the year		111,593		49,895
Other changes in the profit and loss account		(5,000)		-
Profit and loss account carried forward			156,432		49,839
			156,586		49,993

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.

Neil John Nicolson

Director

The notes on pages 14 to 32 form part of these financial statements.

Page 10

SYSTAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	154	64,950	8,797,178	8,862,282

Loss for the year	-	-	(48,919)	(48,919)
Currency translation differences	-	-	(256,031)	(256,031)

At 1 January 2024	154	64,950	8,492,228	8,557,332

Profit for the year	-	-	410,460	410,460
Currency translation differences	-	-	(388,960)	(388,960)
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(5,000)	(5,000)
At 31 December 2024	154	64,950	8,508,728	8,573,832

The notes on pages 14 to 32 form part of these financial statements.

Page 11

SYSTAL HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	154	(56)	98

Profit for the year	-	49,895	49,895

At 1 January 2024	154	49,839	49,993

Profit for the year	-	111,593	111,593
Contributions by and distributions to owners
Dividends: Equity capital	-	(5,000)	(5,000)
At 31 December 2024	154	156,432	156,586

The notes on pages 14 to 32 form part of these financial statements.

Page 12

SYSTAL HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	1,984,034	410,947	2,394,981
Invoice financing	(5,165,150)	(347,766)	(5,512,916)
Debt due within 1 year	(1,796,675)	92,272	(1,704,403)
Finance leases	(2,501,569)	1,471,804	(1,029,765)
	(7,479,360)	1,627,257	(5,852,103)

The notes on pages 14 to 32 form part of these financial statements.

Page 13

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Systal Holdings Limited ("the company") is a private limited company, limited by shares, registered in Scotland. The company's registered number is SC345442 and its registered office is Rowan House, 1 Robroyston Oval, Nova Business Park, Glasgow, G33 1AP.
The group consists of Systal Holdings Limited and all of its subsidiaries.
The principal activity of the company is that of a holding company.

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 judgement in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

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.
The merger method of accounting has been historically adopted on preparing the consolidated financial statements. Under this method, the results of any subsidiary undertakings acquired in the year are included in the consolidated financial statements as if the group had existed before the date of the parent company acquired the subsidiary shares.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.
The company is not legally required to prepare consolidated financial statements but has elected to do so voluntarily to provide a more comprehensive view of the financial position and performance of the group.

Page 14

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The group depends on its existing bank facilities to meet its day to day working capital requirements. The group expects to be able to operate within these facilities for the whole of the foreseeable future. Additionally, whilst these facilities are reviewed annually, the Directors are not aware of any circumstances that may adversely affect them being renewed.
The Directors have considered their budgets and cashflow forecasts for the next 12 months from the date of signing the financial statements. Having reviewed the projections, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.

2.4

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 Statement of Comprehensive Income 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 15

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Critical accounting judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing 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 Directors consider there to be no significant estimates that affect the financial statements. The Directors consider a key judgement, that has been appropriately assessed and presented within the exceptional administration costs, that is a subsidiary company loan write off.

2.6

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:

Sale of goods

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

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

2.7

Grant income

Grant income is measured at the fair value of the asset received or receivable. Grant income received in the year has been recognised by the company using the accruals method. The grant income is recognised in income on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate.

Page 16

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

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.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

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.

2.11

Current and deferred taxation

The tax expense for the year 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.

Page 17

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.13

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.

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:

Property improvements	-	10%
Motor vehicles	-	20%
Fixtures and fittings	-	20%
Rental assets	-	20%

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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any 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.

Page 18

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Hire purchase

Rentals payable under hire purchase contracts are charged against the resultant creditor with any interest element being charged against income as the charges arise.

2.19

Finance leased assets

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.
Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the company’s incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.
Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset.
Assets are assessed for impairment at each reporting date.
The capital element of lease obligations is recorded as a liability on inception of the arrangement.
Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

2.20

Amounts recoverable on contracts

Amounts recoverable on contracts results when the risks and rewards of ownership have passed for the provision of IT goods and services. For projects spanning the year end, amounts recoverable on contract arises based on the percentage of completion on the project.

2.21

Deferred income

Deferred income results when payments have been received prior to the risks and rewards of ownership passing.

2.22

Loans

Loans are measured initially at fair value, net of transactions costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.23

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.24

Financial instruments

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is the approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

2.25

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.

Sales of goods and services	71,901,305	69,759,964
	71,901,305	69,759,964

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	70,394,001	64,324,878
Rest of Europe	750,688	2,660,691
Rest of the world	756,616	2,774,395
	71,901,305	69,759,964

Page 20

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Other operating income
		2024	2023
		£	£

Sundry income	500,000	460,000
	500,000	460,000

Exchange differences	98,734	315,447
Other operating lease rentals	1,396,271	1,260,959
Depreciation	1,785,852	1,556,064
Auditors' remuneration	71,900	67,000


	Fees payable for audit services for the Parent and group	71,900	67,000

Employees

The average monthly number of employees, including the Directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	808	811	3	3

The Company has no employees other than the directors.

Staff costs, including directors' remuneration, wereas follows:

2024

2023

Page 21

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	£	£
Wages and salaries	41,560,752	39,711,069
Social security costs	4,941,346	4,902,764
Pension costs	3,919,193	3,892,690
	50,421,291	48,506,523

8.	Directors' remuneration

	2024	2023
	£	£
Directors' emoluments	677,628	983,938
Social security costs	89,747	131,749
Pension	36,000	36,000
	803,375	1,151,687

During the year retirement benefits were accruing to 3 Directors (2023 - 3) in respect of defined contribution pension schemes.
The highest paid Director received remuneration of £241,000 (2023 - £232,000).
The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £12,000 (2023: £12,000).
The Directors consider themselves as the key management personnel of the company so no further disclosure required.

9.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	16,618	5,109
Other loan interest payable	185,377	81,697
Finance leases and hire purchase contracts	70,057	94,396
Other interest payable	444,668	379,473
	716,720	560,675

Page 22

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	384,026	570,636
Adjustments in respect of previous periods	-	(577,153)
	384,026	(6,517)

Total current tax	384,026	(6,517)

Deferred tax
Movement through profit and loss	(130,399)	(290,597)
Total deferred tax	(130,399)	(290,597)


	Tax on profit/(loss)	253,627	(297,114)

Profit/(loss) on ordinary activities before tax

664,087

(346,033)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	166,022	(81,387)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	(967,233)	(801,040)
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,196,587	1,358,007
Capital allowances for year in excess of depreciation	13,477	2,822
Adjustments to tax charge in respect of prior periods	-	352,107
Other timing differences leading to an increase (decrease) in taxation	(60,954)	(398,792)
Exempt distribution income	(102,500)	(141,120)
R&D expenditure credits	(115,000)	-
Deferred tax movements	(130,399)	(290,597)
Transfer pricing adjustments	253,627	(297,114)
Total tax charge for the year	253,627	(297,114)

Page 23

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Dividends
		2024	2023
		£	£

Dividends to parent entity

5,000

12.	Exceptional items
		2024	2023
		£	£

Restructuring costs

1,514,376

1,882,315

13.	Tangible fixed assets

	Rental assets	Motor vehicles	Fixtures and fittings	Improvements to property	Total
Cost or valuation	-	-	-	-	-
At 01 January 2024	6,015,424	331,123	1,710,962	539,418	8,596,927
Additions	136,814	-	191,279	56,671	384,764
Disposals	(21,829)	(188,876)	(34,986)	-	(245,691)
At 31 December 2024	6,130,409	142,247	1,867,255	596,089	8,736,000

Disposals
At 01 January 2024	1,871,110	220,823	731,899	300,080	3,123,912
Charge for the period	1,316,968	32,801	359,990	58,445	1,768,204
Eliminated on disposal	-	(132,738)	(2,062)	-	(134,800)
At 31 December 2024	3,188,078	120,886	1,089,827	358,525	4,757,316

Net book value
At 31 December 2024	2,942,331	21,361	777,428	237,564	3,978,684
At 31 December 2023	4,144,314	110,300	979,063	239,338	5,473,015

The net book value of assets held under hire purchase contracts as at 31 December 2024 was £17,457 (2023: £101,021).
There are no tangible fixed assets held within the Parent company.

Page 24

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	220,562
	At 31 December 2024	220,562

Page 25

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Systal Technology Solutions Ltd	Rowan House, 1 Robroyston Oval, Nova Business Park, Glasgow, G33 1AP	Ordinary	100%
Systal Technology Solutions (Ireland) Ltd	Marine House, Clan William Place, Dublin	Ordinary	100%
Systal Technology Solutions Inc	Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801	Ordinary	100%
Systal Technology Singapore PTE Ltd	7 Straits View, #12-00 Marina One East Tower, Singapore, 018936	Ordinary	100%
Systal Technology Solutions Australia Pty Ltd	Barangaroo, 2000 New South Wales, Australia	Ordinary	100%
Systal Technology Solutions SAS	Favart: 4, RUE MARIVAUX - 75002 PARIS	Ordinary	100%
Systal Technology Solutions GmbH	Eschersheimer Landstrasse 14, 60322 Frankfurt am Main, Germany	Ordinary	100%
Systal Technology Solutions S.L.	C/ Principe de Vergara 211, 28002 Madrid, Spain	Ordinary	100%
Systal Technology Solutions SRL	TLS Associazione Professionale di Avvocati e Commercialisti Piazza Tre Torri, 220145 Milano, Italy	Ordinary	100%
Systal Technology Solutions S.r.o	CITY TOWER, Hvezdova 1716/2b, 140 78 Praha 4, Czech Republic	Ordinary	100%
Systal Technology Solutions S.r.o	Business Centre, Twin City, Karadzieova 2/A, 815 32 Bratislava, Slovakia	Ordinary	100%
Systal Technology Solutions BV	Apollolaan 151, 1077 AR Amsterdam, The Netherlands	Ordinary	100%
Systal Technology Solutions NV	Avenue Marnix 23, 5th floor, 1000 Brussels	Ordinary	100%
Systal Technology Solutions OY	P.O. Box 1015 (Itamerentori 2), FI-00101 Helsinki, Finland	Ordinary	100%
Systal Technology Solutions ApS	BKH LawAmaliegade 15, 1256 Copenhagen BKKH Law P/S, CVR 37 34 96 74	Ordinary	100%
Systal Technology Solutions AB	P.O. Box 16285, 103 25 Stockholm, Sweden	Ordinary	100%

Page 26

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

Systal Technology Solutions AG	Zahlerweg 6, 6300 Zug, Switzerland	Ordinary	100%
Systal Solucoes em Tecnologia Ltda	Europartner: Avenida Paulista 807 - sala 522Bela Vista, Sao Paulo - SPCEP 013110915	Ordinary	100%
Systal Technology Solutions Malaysia Shd Bhd	Level 11, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia	Ordinary	100%
Systal Technology Solutions Inc	18 York Street, Suite c2500, Toronto, Ontario, M5J 0B2	Ordinary	100%
Systal Technology Solutions PL	Chandiok & Guliana Chartered Accountants: C-44, Nizamuddin East, New Delhi - 110013, India	Ordinary	100%
Systal Technology AS	Munkedamsveien 59B, 0270 OSLO	Ordinary	100%
Systal Technology Soultions Ltd	Level 26, HSBC Tower, 188 Quay Street, Auckland, 1010, NZ	Ordinary	100%
Systal Technology Solutions (Pty) Ltd	P.O. Box 429, Pretoria, 0001, Republic of South Africa, Docex 256, Pretoria	Ordinary	100%
Raeste lota S.a.r.l.	17 Boulevard F.W. Raiffeisen, 2411, Luxembourg	Ordinary	100%
Systal Technology Solutions Ltd	3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong	Ordinary	100%

Page 27

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Systal Technology Solutions Ltd	6,633,336	(570,805)
Systal Technology Solutions (Ireland) Ltd	239,440	128,686
Systal Technology Solutions Inc	677,522	128,686
Systal Technology Singapore PTE Ltd	4,735	13,346
Systal Technology Solutions Australia Pty Ltd	(9,991)	(5,120)
Systal Technology Solutions SAS	153,331	51,811
Systal Technology Solutions GmbH	183,195	41,206
Systal Technology Solutions S.L.	69,590	28,466
Systal Technology Solutions SRL	250,175	70,483
Systal Technology Solutions S.r.o	427,963	139,794
Systal Technology Solutions S.r.o	387,703	492,410
Systal Technology Solutions BV	34,533	11,268
Systal Technology Solutions NV	12,379	(49,859)
Systal Technology Solutions OY	1	456
Systal Technology Solutions ApS	53,193	14,575
Systal Technology Solutions AB	7,004	3,138
Systal Technology Solutions AG	90,345	2,979
Systal Solucoes em Tecnologia Ltda	29,041	9,444
Systal Technology Solutions Malaysia Shd Bhd	9,600	33,677
Systal Technology Solutions Inc	9,921	2,737
Systal Technology Solutions PL	81,629	102,345
Systal Technology AS	2,104	433
Systal Technology Soultions Ltd	45	120
Systal Technology Solutions (Pty) Ltd	-	21
Raeste lota S.a.r.l.	(10,928)	(825)
Systal Technology Solutions Ltd	48	48

Page 28

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	18,975,012	16,708,951	-	-
Amounts owed by group undertakings	490,523	442,090	3,394,393	5,683,060
Other debtors	1,405,706	808,739	10,594	55,980
Prepayments and accrued income	2,027,601	1,563,730	-	-
Amounts recoverable on long-term contracts	1,512,580	7,246,711	-	-
Deferred taxation	441,923	311,524	153,085	-
	24,853,345	27,081,745	3,558,072	5,739,040

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	5,513,014	5,165,150	-	-
Trade creditors	1,623,949	2,633,594	179,793	184,154
Amounts owed to group undertakings	526,200	541,883	3,774,016	6,211,560
Other taxation and social security	5,565,152	6,541,889	-	-
Obligations under finance lease and hire purchase contracts	841,519	841,519	-	-
Other creditors	2,640,100	2,757,742	-	-
Accruals and deferred income	5,754,998	5,839,616	8,901	172,573
	22,464,932	24,321,393	3,962,710	6,568,287

17.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Net obligations under finance leases and hire purchase contracts	188,246	1,660,050
	188,246	1,660,050

Page 29

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	841,519	841,519
Between 1-5 years	188,246	1,660,050
	1,029,765	2,501,569

19.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Financial assets
	Financial assets measured at amortised cost	25,220,725	27,502,049	3,898,734	6,397,718

	Financial liabilities
	Financial liabilities measured at amortised cost	22,653,178	25,981,443	3,962,710	6,568,287

	Financial assets measured at amortised cost consists of bank and debtors falling due within one year excluding prepayments. Financial liabilities measured at amortised cost consists of creditors at notes 16 and 17.
	Other financial liabilities measured at fair value through profit and loss comprise...

20.	Secured debts

Hire purchase contracts are secured against the assets which the liability relates.
Finance leases are secured against the assets which the liability relates.
The invoice discounting and credit card facility at the year end was secured by a floating charge over the assets, debtors books and undertakings of Systal Technology Solutions Limited by Virgin Money PLC.

21.	Deferred taxation

Page 30

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.Deferred taxation (continued)

Group

		2024
		£

	At beginning of year	311,524
	Charged to profit or loss	130,399
	At end of year	441,923

Company

		2024
		£

	Charged to profit or loss	153,085
	At end of year	153,085

Group	Group	Company
2024	2023	2024
£	£	£

Accelerated capital allowances	(438,352)	(468,656)	-
Timing differences	24,250	29,672	-
Losses and other deductions	856,025	750,508	153,085
	441,923	311,524	153,085

22.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

26 (2023 - 26) Ordinary 'A' shares shares of £1.00 each	26	26
4 (2023 - 4) Ordinary 'B' shares shares of £1.00 each	4	4
30 (2023 - 30) Ordinary 'C' shares shares of £1.00 each	30	30
30 (2023 - 30) Ordinary 'D' shares shares of £1.00 each	30	30
24 (2023 - 24) Ordinary 'E' shares shares of £1.00 each	24	24
20 (2023 - 20) Ordinary 'F' shares shares of £1.00 each	20	20
20 (2023 - 20) Ordinary 'G' shares shares of £1.00 each	20	20

	154	154

Page 31

SYSTAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Pension commitments

The group contributes to a defined contribution scheme on behalf of certain directors and employees.
The contributions amounted to £3,919,193 (2023: £3,722,251). At the year end there was £423,617 (2023: £323,191) to be collected by the pension scheme providers.

24.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	278,135	825,759
Later than 1 year and not later than 5 years	894,569	1,235,007
Later than 5 years	55,158	277,005
	1,227,862	2,337,771

25.	Transactions with Directors

The balance owed to the Directors within the group as at year-ended 31 December 2024 is £1,590,778 (2023: £1,676,466). The amounts due to Director 1 is £145,100 (2023: £176,642), Director 2 is £722,650 (2023: £750,000) and Director 3 is £723,028 (2023: £749,825).

26.	Related party transactions

The company has taken advantage of disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any member of the same wholly-owned group. Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

27.	Controlling party

The ultimate parent company is Sarah Topco Limited, a company incorporated in Great Britain and registered in England and Wales.
Copies of the consolidated financial statements of the group are available to the public from its registered office at 47 Queen Anne Street, Marylebone, United Kingdom, W1G 9JG.

Page 32