Caseware UK (AP4) 2024.0.164 2024.0.164 2025-03-31 2025-03-31 2025-03-31 0 2024-04-01 false false No description of principal activity 0 false false 14711838 2024-04-01 2025-03-31 14711838 2023-03-07 2024-03-31 14711838 2025-03-31 14711838 2024-03-31 14711838 1 2023-03-07 2024-03-31 14711838 1 2024-04-01 2025-03-31 14711838 e:Director1 2024-04-01 2025-03-31 14711838 e:Director2 2024-04-01 2025-03-31 14711838 e:Director3 2024-04-01 2025-03-31 14711838 e:Director3 2025-03-31 14711838 e:Director4 2024-04-01 2025-03-31 14711838 e:Director5 2024-04-01 2025-03-31 14711838 e:Director5 2025-03-31 14711838 e:RegisteredOffice 2024-04-01 2025-03-31 14711838 d:Buildings 2024-04-01 2025-03-31 14711838 d:Buildings d:LongLeaseholdAssets 2024-04-01 2025-03-31 14711838 d:Buildings d:ShortLeaseholdAssets 2024-04-01 2025-03-31 14711838 d:PlantMachinery 2024-04-01 2025-03-31 14711838 d:MotorVehicles 2024-04-01 2025-03-31 14711838 d:FurnitureFittings 2024-04-01 2025-03-31 14711838 d:CurrentFinancialInstruments 2025-03-31 14711838 d:CurrentFinancialInstruments 2024-03-31 14711838 d:Non-currentFinancialInstruments 2025-03-31 14711838 d:Non-currentFinancialInstruments 2024-03-31 14711838 d:CurrentFinancialInstruments d:WithinOneYear 2025-03-31 14711838 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 14711838 d:Non-currentFinancialInstruments d:AfterOneYear 2025-03-31 14711838 d:Non-currentFinancialInstruments d:AfterOneYear 2024-03-31 14711838 d:ShareCapital 2025-03-31 14711838 d:ShareCapital 2023-03-07 2024-03-31 14711838 d:ShareCapital 2024-03-31 14711838 d:MergerReserve 2024-04-01 2025-03-31 14711838 d:MergerReserve 2025-03-31 14711838 d:MergerReserve 2024-03-31 14711838 d:MergerReserve 1 2023-03-07 2024-03-31 14711838 d:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 14711838 d:RetainedEarningsAccumulatedLosses 2025-03-31 14711838 d:RetainedEarningsAccumulatedLosses 2023-03-07 2024-03-31 14711838 d:RetainedEarningsAccumulatedLosses 2024-03-31 14711838 d:RetainedEarningsAccumulatedLosses 1 2023-03-07 2024-03-31 14711838 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2025-03-31 14711838 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-03-31 14711838 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2025-03-31 14711838 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2024-03-31 14711838 e:OrdinaryShareClass1 2024-04-01 2025-03-31 14711838 e:OrdinaryShareClass1 2025-03-31 14711838 e:OrdinaryShareClass1 2024-03-31 14711838 e:OrdinaryShareClass2 2024-04-01 2025-03-31 14711838 e:OrdinaryShareClass2 2025-03-31 14711838 e:OrdinaryShareClass2 2024-03-31 14711838 e:FRS102 2024-04-01 2025-03-31 14711838 e:Audited 2024-04-01 2025-03-31 14711838 e:FullAccounts 2024-04-01 2025-03-31 14711838 e:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 14711838 d:Subsidiary1 2024-04-01 2025-03-31 14711838 d:Subsidiary1 1 2024-04-01 2025-03-31 14711838 d:Subsidiary2 2024-04-01 2025-03-31 14711838 d:Subsidiary2 1 2024-04-01 2025-03-31 14711838 d:Subsidiary3 2024-04-01 2025-03-31 14711838 d:Subsidiary3 1 2024-04-01 2025-03-31 14711838 d:Subsidiary4 2024-04-01 2025-03-31 14711838 d:Subsidiary4 1 2024-04-01 2025-03-31 14711838 d:Subsidiary5 2024-04-01 2025-03-31 14711838 d:Subsidiary5 1 2024-04-01 2025-03-31 14711838 e:Consolidated 2025-03-31 14711838 e:ConsolidatedGroupCompanyAccounts 2024-04-01 2025-03-31 14711838 2 2024-04-01 2025-03-31 14711838 6 2024-04-01 2025-03-31 14711838 d:ShareCapital 1 2023-03-07 2024-03-31 14711838 f:PoundSterling 2024-04-01 2025-03-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 14711838 SIGMA 032023 LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
SIGMA 032023 LIMITED COMPANY INFORMATION
Directors | W Adams
| D A Hallam
| R B Hoyle (resigned 18 November 2024)
| J A D Mumby
| A N Grimmett (appointed 1 June 2024)
Registered number | 14711838
Registered office | St Thomas House
| Mansfield Road
| Derby
| DE1 3TN
Independent auditors | PKF Smith Cooper Audit Limited
| Statutory Auditors
| Prospect House
| 1 Prospect Place
| Pride Park
| Derby
| DE24 8HG
SIGMA 032023 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 Statement of Cash Flows | 13 - 14
Consolidated Analysis of Net Debt | 15
Notes to the Financial Statements | 16 - 42
SIGMA 032023 LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The principal activity of the Group during the year continued to be design and manufacture of low volume, high value, complex electronic equipment.
Business review
The current year financial statements cover the year to 31 March 2025 where as the 2024 results cover the period from 9 March 2023 to 31 March 2024. In the year to 31 March 2025, the group turned over £20.7m (2024: £25m), with an EBITDA of £1.6m (2024: £2.8m) On 25 March 2025, the group successfully made the transition to an employee ownership trust (EOT), when the EOT acquired 100% of the share capital of Sigma 032023 Ltd. This is the start of a new chapter in the group’s history and one which provides continuity for our employees, customers and other business partners.
Principal risks and uncertainties
The world has seen a number of global economic shocks over the last year. The destabilising effect of the trade tariffs announced by the current US administration and the subsequent uncertainty over their application, has clearly resulted in many businesses adopting a wait and see approach to spending and investment, that is only now starting to ease in some sectors. Whilst the Group is not materially, directly affected by such tariffs, many of our customers operate in markets that have more exposure to such trading measures. Supply chain can also be impacted. The directors are mindful of these indirect effects and regularly monitor the potential risks to our trading businesses. Over the course of the year we did see some gradual reduction in interest rates and, as such, a small lowering of the cost of finance for a number of the Group’s loan and trade facilities. With the UK government struggling to meet inflation targets, any further reductions, over the coming year, are likely to be similarly small and gradual. The directors monitor the cost of existing facilities and the overall level of gearing within the business and are mindful of the potential impact that changes in interest rates will have on the cost of finance. The Group does have an indirect risk exposure to US Dollar/Sterling exchange rates within its supply chain as currency trends and fluctuations work through to Sterling prices. Customers have been understanding where there has been a need to raise prices. The Group does not currently hedge currency exposure and the directors do not see this as a major problem.
Financial key performance indicators
Financial key performance indicators are turnover and EBITDA before exceptional items. These are discussed in the business review section above. This report was approved by the board on 1 October 2025 and signed on its behalf.
D A Hallam Director
Page 1
SIGMA 032023 LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present their report and the financial statements for the year ended 31 March 2025.
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 judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 £309,354 (2024 - £1,308,152). During the year, the Group paid dividends of £2,452,236 (2024: £240,000). The directors do not recommend the payment of any further dividends in respect of the year.
Directors
The directors who served during the year were:
W Adams
D A Hallam
R B Hoyle (resigned 18 November 2024)
J A D Mumby
A N Grimmett (appointed 1 June 2024)
Future developments
This is discussed in the business review section of the Strategic Report. Page 2
SIGMA 032023 LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
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 was a change in share structure on 28 May 2025 which included: 27,917 Ordinary B shares of £0.10 are now designated as 27,917 Ordinary A shares of £0.10 100,500 Ordinary A shares of £1.00 have been subdivided into 1,005,000 Ordinary A shares of £0.10
Auditors
Under section 487(2) of the Companies Act 2006, PKF Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board on 1 October 2025 and signed on its behalf.
D A Hallam Director
Page 3
SIGMA 032023 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 LIMITED
Opinion
We have audited the financial statements of Sigma 032023 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, 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 March 2025 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
SIGMA 032023 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 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
SIGMA 032023 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 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: Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: • management bias in respect of accounting estimates and judgments made; • management override of control; • posting of unusual journals or transactions We focused on those area that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to: • Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud. • Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud. • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. • Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular, a review of the stock provisions and provision for doubtful debts (see note 3). It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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
SIGMA 032023 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 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. James Delve (Senior Statutory Auditor) for and on behalf of PKF Smith Cooper Audit Limited Statutory Auditors Prospect House 1 Prospect Place Pride Park Derby DE24 8HG 1 October 2025 Page 7
SIGMA 032023 LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| year ended 31 March | period ended 31 March
| 2025 | 2024
Note | £ | £
Turnover | 4 | 20,670,855 | 25,018,113
Cost of sales |  | (14,990,845) | (18,054,220)
Gross profit |  | 5,680,010 | 6,963,893
Administrative expenses |  | (4,492,387) | (4,584,160)
Other operating income | 5 | 127,460 | 108,742
Other operating charges |  | (21,000) | (89,187)
Operating profit | 6 | 1,294,083 | 2,399,288
Share of profit of associates |  | - | (148,719)
Total operating profit |  | 1,294,083 | 2,250,569
Impairment of fixed asset investments |  | (118,934) | -
Income from fixed assets investments |  | (236) | -
Loss on disposal of unlisted investments |  | (152,034) | (15,349)
Interest receivable and similar income |  | 9,142 | 2,637
Interest payable and similar expenses | 10 | (419,339) | (481,917)
Profit before taxation |  | 612,682 | 1,755,940
Tax on profit | 11 | (303,328) | (447,788)
Profit for the financial year |  | 309,354 | 1,308,152
Profit for the year attributable to: |  |  |
Owners of the parent Company |  | 309,354 | 1,308,152
|  | 309,354 | 1,308,152
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 16 to 42 form part of these financial statements.
Page 8
SIGMA 032023 LIMITED REGISTERED NUMBER: 14711838 CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 618,236 |  | 665,301
Tangible assets | 14 |  | 3,225,103 |  | 3,499,784
Investments | 15 |  | - |  | 338,573
|  |  | 3,843,339 |  | 4,503,658
Current assets |  |  |  |  |
Stocks | 16 | 5,227,809 |  | 5,922,688 |
Debtors: amounts falling due within one year | 17 | 5,967,121 |  | 5,932,142 |
Cash at bank and in hand | 18 | 119,303 |  | 123,035 |
|  | 11,314,233 |  | 11,977,865 |
Creditors: amounts falling due within one year | 19 | (8,794,520) |  | (8,756,161) |
Net current assets |  |  | 2,519,713 |  | 3,221,704
Total assets less current liabilities |  |  | 6,363,052 |  | 7,725,362
Creditors: amounts falling due after more than one year | 20 |  | (3,340,657) |  | (2,576,021)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 24 | (236,149) |  | (220,958) |
Warranty provision | 25 | (12,355) |  | (11,846) |
|  |  | (248,504) |  | (232,804)
Net assets |  |  | 2,773,891 |  | 4,916,537
Capital and reserves |  |  |  |  |
Called up share capital | 26 |  | 103,292 |  | 103,292
Merger reserve | 27 |  | 3,745,093 |  | 3,745,093
Profit and loss account | 27 |  | (1,074,494) |  | 1,068,152
|  |  | 2,773,891 |  | 4,916,537
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 October 2025.
D A Hallam
Director
The notes on pages 16 to 42 form part of these financial statements. Page 9
SIGMA 032023 LIMITED REGISTERED NUMBER: 14711838 COMPANY BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 5,978,130 |  | 5,978,130
|  |  | 5,978,130 |  | 5,978,130
Creditors: amounts falling due within one year | 19 | (2,129,745) |  | (1,079,745) |
Net current liabilities |  |  | (2,129,745) |  | (1,079,745)
Total assets less current liabilities |  |  | 3,848,385 |  | 4,898,385
Creditors: amounts falling due after more than one year | 20 |  | - |  | (1,050,000)
Net assets |  |  | 3,848,385 |  | 3,848,385
Capital and reserves |  |  |  |  |
Called up share capital | 26 |  | 103,292 |  | 103,292
Merger reserve | 27 |  | 3,745,093 |  | 3,745,093
Profit for the year |  | 2,452,000 |  | 240,000 |
Dividends paid |  | (2,452,000) |  | (240,000) |
|  |  | 3,848,385 |  | 3,848,385
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 October 2025.
D A Hallam
Director
The notes on pages 16 to 42 form part of these financial statements. Page 10
SIGMA 032023 LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £
Profit for the period | - | - | 1,308,152 | 1,308,152
On acquistion of subsidiary | - | 3,745,093 | - | 3,745,093
Dividends: Equity capital | - | - | (240,000) | (240,000)
Shares issued during the period | 103,292 | - | - | 103,292
At 1 April 2024 | 103,292 | 3,745,093 | 1,068,152 | 4,916,537
Profit for the year | - | - | 309,354 | 309,354
Dividends: Equity capital | - | - | (2,452,000) | (2,452,000)
At 31 March 2025 | 103,292 | 3,745,093 | (1,074,494) | 2,773,891
| The notes on pages 16 to 42 form part of these financial statements.
Page 11
SIGMA 032023 LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Merger reserve | Profit and loss account | Total equity
| £ | £ | £ | £
Profit for the period | - | - | 240,000 | 240,000
On acquistion of subsidiary | - | 3,745,093 | - | 3,745,093
Dividends: Equity capital | - | - | (240,000) | (240,000)
Shares issued during the period | 103,292 | - | - | 103,292
At 1 April 2024 | 103,292 | 3,745,093 | - | 3,848,385
Profit for the year | - | - | 2,452,000 | 2,452,000
Dividends: Equity capital | - | - | (2,452,000) | (2,452,000)
At 31 March 2025 | 103,292 | 3,745,093 | - | 3,848,385
| The notes on pages 16 to 42 form part of these financial statements.
Page 12
SIGMA 032023 LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 309,354 | 1,308,152
Adjustments for: |  |
Amortisation of intangible assets | 52,829 | 90,829
Depreciation of tangible assets | 398,688 | 448,501
Impairment of investments in associates | 118,934 | -
Loss on disposal of tangible assets | 34,080 | -
Interest paid | 419,339 | 481,917
Interest received | (9,142) | (2,637)
Taxation charge | 303,328 | 447,788
Decrease in stocks | 694,879 | 1,318,312
(Increase) in debtors | (34,979) | (682,942)
(Decrease) in creditors | (1,356,514) | (1,387,964)
(Decrease)/increase in amounts owed to joint ventures | (31,200) | -
Increase in provisions | 509 | 11,846
Share of operating profit in associates | - | 148,719
Corporation tax (paid) | (355,362) | (61,000)
Loss on disposal of unlisted investments | 152,034 | 15,349
Net cash generated from operating activities | 696,777 | 2,136,870
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (5,764) | -
Purchase of tangible fixed assets | (238,087) | (74,193)
Sale of tangible fixed assets | 80,000 | -
Sale of unlisted and other investments | - | 855
Purchase of fixed asset investments | - | (2,734,578)
Purchase of share in associates | (143,631) | (184,250)
Sale of share in associates | 363,270 | -
Interest received | 9,142 | 2,637
Net cash from investing activities | 64,930 | (2,989,529)
Cash flows from financing activities |  |
Issue of ordinary shares | - | 103,292
New secured loans | 2,500,000 | 2,669,000
Repayment of loans | (115,039) | (1,458,000)
Repayment of/new finance leases | (153,496) | 105,000
Deferred consideration paid | (1,050,000) | (17,000)
Movements on invoice discounting | 924,435 | 295,319
Dividends paid | (2,452,000) | (240,000)
Interest paid | (372,598) | (439,034)
HP interest paid | (46,741) | (42,883)
Page 13
SIGMA 032023 LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
|  | 2025 | 2024
|  | £ | £
Net cash used in financing activities | (765,439) | 975,694
Net (decrease)/increase in cash and cash equivalents | (3,732) | 123,035
Cash and cash equivalents at beginning of year | 123,035 | -
Cash and cash equivalents at the end of year | 119,303 | 123,035
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 119,303 | 123,035
| 119,303 | 123,035
The notes on pages 16 to 42 form part of these financial statements.
Page 14
SIGMA 032023 LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MARCH 2025
| At 1 April 2024 | Cash flows | New finance leases & loans | Other non-cash changes | At 31 March 2025
| £ | £ | £ | £ | £
Cash at bank and in hand | 123,035 | (3,732) | - | - | 119,303
Debt due after 1 year | (1,174,884) | - | (2,054,833) | 115,039 | (3,114,678)
Debt due within 1 year | (119,450) | 119,450 | (445,167) | (119,450) | (564,617)
Finance leases | (569,751) | 153,496 | - | - | (416,255)
| (1,741,050) | 269,214 | (2,500,000) | (4,411) | (3,976,247)
The notes on pages 16 to 42 form part of these financial statements.
Page 15
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
The Company is a private company limited by shares and incorporated in England. The Company's registered office is St. Thomas House, St. Mary's Wharf, Mansfield Road, Derby, England, DE1 3TN. The Company registration number is 14711838. The nature of the Company's operations and principal activities is that of a holding company. The nature of the Group's operations and principal activities is the design and manufacture of low volume, high value, complex electronic equipment. 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 Statement of Comprehensive Income in these financial statements. The Group and parent Company has prepared its financial statement to the nearest £. 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 consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Entities, other than subsidiary undertakings, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence are treated as associates. In the group financial statements, associates are accounted for using the equity method.When the group has acquired subsidiary entities by the issue of shares in itself it has taken advantage of the merger relief provisions of the Companies Act and has accounted for the difference between the nominal value of the shares issued and the fair value of the asset acquired via the merger relief reserve rather than creating a share premium account. In order for the subsidiary company Sixis Technology Limited (registered number 09752614) to take the audit exemption in section 479A of the Companies Act 2006, the Company has guaranteed all outstanding liabilities of this subsidiary company at 31st March 2025 until those liabilities are satisfied in full. Page 16
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Going concern
In considering the appropriateness of the going concern basis of the preparation of the financial statements the Directors have prepared detailed profit and cashflow forecasts covering the period of at least 12 months from the date of approval of these financial statements. These show an ability to operate within agreed funding facilities, which principally consist of bank debt in respect of long-term capital projects, an invoice discounting facility in respect of working capital and an overdraft facility. Although a combination of uneven customer demand on large projects arising from the contract manufacturing in which the Company is engaged and continuing investment to fund growth within the Group, can lead to low levels of headroom at certain times, the directors are satisfied that the Group will continue to meet its obligations as they fall due. The energy price increases currently do not pose any risk to profit due to the Group having in place fixed price energy contracts that extend to summer 2026. However, the directors are conscious of the long term effect of energy cost and continue to monitor the energy market situation and any relevant government intervention. Overall, the Group’s performance, the procedures put in place and the additional support provided by the Group’s bank has given the directors reasonable confidence and expectation that the Group has sufficient resources to continue to operate for the foreseeable future and as such, the Group continues to adopt the going concern basis in preparing its financial statements.
| 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 year 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. 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 'administrative expenses'. Page 17
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 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: 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.
| 2.6 | 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.
| 2.7 | Leased assets: the Group as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 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 Statement of Comprehensive Income in the same year 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. Page 18
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.12 | 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.
| 2.13 | 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.
| 2.14 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the aquirer'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 statement of comprehensive income over its useful economic life, which is between 8 and 10 years. Page 19
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.15 | Research and development
Research and development expenditure is written off in the year in which it is incurred.
| 2.16 | 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. Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods below. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 1% straight line
|  |  |  | Freehold property improvements | - | 15 years straight line
|  |  |  | Leasehold improvements | - | over the life of the lease
|  |  |  | Plant and machinery | - | 10-25% straight line
|  |  |  | Motor vehicles | - | 25% reducing balance
|  |  |  | Fixtures, fittings and equipment | - | 20-50% 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. At each balance sheet date, the Group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extend of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised as an expense immediately. Repairs and maintenance are charged to the consolidated profit and loss during the year in which they are incurred.
| 2.17 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. Page 20
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.18 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.19 | Valuation of investments
In the parent company financial statements, investments in subsidiaries are accounted for at cost less accumulated impairment. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Unlisted investments are initially measured at cost and reviewed annually for signs of impairment, on the basis that the company cannot reliably measure the market value of the investments. If an impairment loss is identified this is recognised immediately in the profit and loss account and the value of the investment is reduced accordingly.
| 2.20 | Associates and joint ventures
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy. Page 21
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.21 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.22 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.23 | 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. 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.
| 2.24 | 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.
| 2.25 | 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. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cashflows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. 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 an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date. Page 22
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.26 | 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.
| 2.27 | 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.
| 2.28 | Merger Reserve
When the group has acquired subsidiary entities by the issue of shares in itself it has taken advantage of the merger relief provisions of the Companies Act and has accounted for the difference between the nominal value of the shares issued and the fair value of the asset acquired via the merger relief reserve than creating a share premium account. Page 23
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The Group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are addressed below. There are considered to be no judgements that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The following are the Group's key sources of estimation uncertainty: Carrying value of stocks Management review the market value of and demand for its stocks on a periodic basis to ensure stock is recorded in the financial statements at the lower of cost and net realisable value. Any provision for impairment is recorded against the carrying value of stocks. Management use their knowledge of the market conditions, historical experiences and estimates of future events to assess future demand for the company's products and achievable selling prices (see note 16). Recoverability of trade debtors Trade and other receivables are recognised to the extent that they are judged recoverable. Management reviews are performed to estimate the level of reserves required for irrecoverable debt. Provisions are made specifically against invoices where recoverability is uncertain. Management makes allowance for doubtful debts based on an assessment of the recoverability of debtors. Allowances are applied to debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Management specifically analyse historical bad debts,customer credit worthiness, current economic trends and changes in customer payment terms when making a judgment to evaluate the adequacy of the provision for doubtful debts. Where the expectation is different from the original estimate, such difference will impact the carrying value of debtors and the charge in the profit and loss account (see note 17). In respect of amounts owed by fellow group members, the Company liaises closely with the Board of Directors of Sigma 032023 Limited in order to understand the financial position of other group members in so far as their performance may impact upon amounts due to the company (see note 17). Investment carrying value Management perform annual reviews to identify any impairment triggers. If a trigger is identified, a review of the investments in undertaken to establish whether the carrying value of the investment should be impaired (see note 15). Page 24
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
4. | Turnover
The whole of the turnover is attributable to the principal activities of the group. Analysis of turnover by country of destination:
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 16,571,435 | 20,035,186
| Rest of Europe | 1,525,748 | 2,594,280
| Rest of the world | 2,573,672 | 2,388,647
|  | 20,670,855 | 25,018,113
5. | Other operating income
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| RDEC Tax claims | 79,426 | -
| Other government income | 48,034 | 108,742
|  | 127,460 | 108,742
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research & development charged as an expense | - | 6,268
| Exchange differences | 14,196 | (6,717)
| Other operating lease rentals | 285,433 | 247,088
| Depreciation of tangible assets | 398,688 | 448,501
| Amortisation of intangible assets | 52,829 | 90,829
| Provision of stock | 108,070 | 375,418
| Loss on disposal of tangible assets | 34,080 | -
Page 25
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 32,171 | 30,639
| Fees payable to the Company's auditors in respect of: |  |
| All non-audit services not included above | 10,000 | 10,000
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 5,898,785 | 5,657,856
| Social security costs | 574,692 | 534,870
| Cost of defined contribution scheme | 286,410 | 268,782
|  | 6,759,887 | 6,461,508
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | year ended 31 March | period ended 31 March
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration and management | 66 | 66
|  | Production | 86 | 91
|  |  | 152 | 157
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 26
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
9. | Directors' remuneration
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 428,008 | 369,219
| Group contributions to defined contribution pension schemes | 53,587 | 47,929
|  | 481,595 | 417,148
| During the year retirement benefits were accruing to 4 directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £127,992 (2024 - £157,500).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).
10. | Interest payable and similar expenses
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 63,754 | 46,195
| Other loan interest payable | 5,503 | 45,437
| Finance leases and hire purchase contracts | 46,741 | 42,883
| Other interest payable | 303,341 | 347,402
|  | 419,339 | 481,917
Page 27
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
11. | Taxation
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the period | 305,538 | 389,382
| Adjustments in respect of previous periods | (17,401) | (15,338)
|  | 288,137 | 374,044
| Total current tax | 288,137 | 374,044
| Deferred tax |  |
| Origination and reversal of timing differences | 15,191 | 73,744
| Total deferred tax | 15,191 | 73,744
| Tax on profit | 303,328 | 447,788
Page 28
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 11.Taxation (continued)
| Factors affecting tax charge for the year/period
| The tax assessed for the year/period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | year ended 31 March | period ended 31 March
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 612,918 | 1,755,940
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 153,230 | 438,985
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 42,941 | 22,707
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 54,029 | 26,022
| Adjustments to tax charge in respect of prior periods | (17,402) | (15,338)
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | 18,000 | (61,705)
| Associate loss not taxable | - | 37,180
| Deferred tax movements not recognised | 42,169 | (10,633)
| Fixed asset timing differences | 10,570 | 10,570
| Adjustment to tax charged in respect of prior periods for deferred tax | (209) | -
| Total tax charge for the year/period | 303,328 | 447,788
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
12. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid in the year on Ordinary £1 Shares of 2440p (PY: 238p) | 2,452,000 | 240,000
Page 29
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
13. | Intangible assets
| Group and Company
|  | Patents | Goodwill | Negative goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 April 2024 | - | 5,474,000 | (4,717,870) | 756,130
| Additions | 5,764 | - | - | 5,764
| At 31 March 2025 | 5,764 | 5,474,000 | (4,717,870) | 761,894
| Amortisation |  |  |  |
| At 1 April 2024 | - | 565,591 | (474,762) | 90,829
| Charge for the year on owned assets | - | 527,591 | (474,762) | 52,829
| At 31 March 2025 | - | 1,093,182 | (949,524) | 143,658
| Net book value |  |  |  |
| At 31 March 2025 | 5,764 | 4,380,818 | (3,768,346) | 618,236
| At 31 March 2024 | - | 4,908,409 | (4,243,108) | 665,301
| Goodwill relates to prior year group reorganisations and acquisitions. Negative goodwill has arose from the prior year as a result of the consolidation on acquisition at Sigma 032023 Limited level .
Page 30
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
14. | Tangible fixed assets
| Group
|  | Freehold property & improvements | Leasehold improvements | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 April 2024 | 2,112,301 | 159,694 | 1,464,464 | 165,846 | 45,980 | 3,948,285
| Additions | 27,954 | - | 54,646 | 147,795 | 7,692 | 238,087
| Disposals | - | - | - | (161,860) | - | (161,860)
| At 31 March 2025 | 2,140,255 | 159,694 | 1,519,110 | 151,781 | 53,672 | 4,024,512
| Depreciation |  |  |  |  |  |
| At 1 April 2024 | 96,122 | 22,503 | 260,047 | 43,173 | 26,656 | 448,501
| Charge for the year on owned assets | 72,239 | 22,503 | 153,626 | 747 | 24,476 | 273,591
| Charge for the year on financed assets | - | - | 87,989 | 37,108 | - | 125,097
| Disposals | - | - | - | (47,780) | - | (47,780)
| At 31 March 2025 | 168,361 | 45,006 | 501,662 | 33,248 | 51,132 | 799,409
| Net book value |  |  |  |  |  |
| At 31 March 2025 | 1,971,894 | 114,688 | 1,017,448 | 118,533 | 2,540 | 3,225,103
| At 31 March 2024 | 2,016,179 | 137,191 | 1,204,417 | 122,673 | 19,324 | 3,499,784
| The value of freehold land not depreciated is £1,000,000 (2024: £1,000,000).
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold | 1,971,894 | 2,016,179
| Long leasehold | 114,688 | 137,191
|  | 2,086,582 | 2,153,370
Page 31
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 14.Tangible fixed assets (continued)
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Motor vehicles | 116,290 | 119,684
| Plant and machinery | 599,299 | 1,027,522
|  | 715,589 | 1,147,206
15. | Fixed asset investments
| Group
|  | Investments in associates
|  | £
| At 1 April 2024 | 338,573
| Additions | 143,631
| Disposals | (363,270)
| Amounts written off | (118,934)
| At 31 March 2025 | -
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 5,978,130
| At 31 March 2025 | 5,978,130
Page 32
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
| Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Simpatica Group Holdings Limited | See below | Intermediate holding company | Ordinary A, B and C | 100%
| Simpatica Group Limited* | See below | Intermediate holding company | Ordinary A, B and C | 100%
| Tioga Limited* | See below | Manufacturing of complex electronic equipment | Ordinary and Ordinary B | 100%
| Tioga Design Services Limited* | See below | Manufacturing and sale of security related equipment | Ordinary | 100%
| Sixis Technology Limited* | See below | Manufacture of electronic equipment | Ordinary A and B | 100%
| The above entities are included within these consolidated financial statements. All entities have the same registered office as Sigma 032023 Limited, as disclosed on the company information page. *These holdings are held indirectly. In order for the subsidiary company Sixis Technology Limited (registered number 09752614) to take the audit exemption in section 479A of the Companies Act 2006, the Company has guaranteed all outstanding liabilities of this subsidiary company at 31st March 2025 until those liabilities are satisfied in full.
| Associate
| The following was an indirect subsidiary undertaking of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Surepulse Medical Limited | See below | Development of medical equipment | Ordinary B | 8.5%
| The entity is incorporated in England and Wales and share the same registered address as Sigma 032023 Limited.
Page 33
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
16. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Raw materials and consumables | 3,413,751 | 3,830,272
| Work in progress and finished goods | 1,814,058 | 2,092,416
|  | 5,227,809 | 5,922,688
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
| The carrying value of stocks are stated net of provision totalling £1,107,135 (2024: £510,445). Impairment gains totalling £Nil (2024: £375,418) were recognised in profit and loss.
Page 34
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
17. | Debtors
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade debtors | 5,375,289 | 5,492,024
| Amounts owed by joint ventures and associated undertakings | 91,286 | 91,286
| Other debtors | 245,657 | 167,740
| Prepayments and accrued income | 254,889 | 181,092
|  | 5,967,121 | 5,932,142
| Trade debtors are stated after a provision for impairment of £Nil (2024: £Nil).
18. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 119,303 | 123,035
Page 35
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 564,617 | 119,450 | - | -
| Amounts due under invoice discounting facility | 3,765,945 | 4,690,380 | - | -
| Trade creditors | 2,876,379 | 2,211,036 | - | -
| Amounts owed to group undertakings | - | - | 2,129,745 | 1,079,745
| Amounts owed to joint ventures | - | 31,200 | - | -
| Corporation tax | 233,538 | 274,294 | - | -
| Other taxation and social security | 552,792 | 681,563 | - | -
| Obligations under finance lease and hire purchase contracts | 190,276 | 218,614 | - | -
| Other creditors | 72,895 | 72,938 | - | -
| Accruals and deferred income | 538,078 | 456,686 | - | -
|  | 8,794,520 | 8,756,161 | 2,129,745 | 1,079,745
| Amounts owed to group undertakings is unsecured, interest free and repayable on demand. Obligations under hire purchase contracts are secured on the assets to which they relate. The bank loans and overdraft are secured on the Group's freehold property by way of a debenture,along with a fixed and floating charge over the assets of the wider group. Amounts due under invoice discounting facility contain amounts totalling £2,356,517 (2024: £3,303,142) and £1,409,428 (2024: £1,387,238) which are secured on the trade debtors and stocks respectively.
Page 36
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 3,114,678 | 1,174,884 | - | -
| Net obligations under finance leases and hire purchase contracts | 225,979 | 351,137 | - | -
| Deferred consideration | - | 1,050,000 | - | 1,050,000
|  | 3,340,657 | 2,576,021 | - | 1,050,000
Obligations under hire purchase contracts are secured on the assets to which they relate. The bank loans and overdraft are secured on the Group's freehold property by way of a debenture, along with a fixed and floating charge over the assets of the wider group. Included within total bank loans are the following amounts: • £1,157,966 which is repayable at £122,474 per annum plus interest of 1.75% above base, due to be repaid by 31 October 2033. • £2,500,000 which is repayable at £442,142 per annum plus interest of 3% above base, due to be repaid by 1 March 2030.
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 564,617 | 119,450
| Amounts falling due 1-2 years |  |
| Bank loans | 620,646 | 122,474
| Amounts falling due 2-5 years |  |
| Bank loans | 903,726 | 386,344
| Amounts falling due after more than 5 years |  |
| Bank loans | 1,590,306 | 666,066
|  | 3,679,295 | 1,294,334
Page 37
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
22. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 190,276 | 218,308
| Between 1-5 years | 225,979 | 349,814
|  | 416,255 | 568,122
23. | Financial instruments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 5,712,232 | 5,751,050 | - | -
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost | 10,394,514 | 8,299,888 | 2,129,745 | 2,129,745
| Financial assets measured at fair value through profit or loss comprise of trade debtors, amounts owed by group undertakings, amounts owed to associates and other debtors.
24. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (220,958)
| Credited to profit or loss | (15,191)
| At end of year | (236,149)
Page 38
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 24.Deferred taxation (continued)
| Company
|  | 2025
| At end of year | -
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (241,434) | (226,413)
| Other timing difference | 5,285 | 5,455
|  | (236,149) | (220,958)
| The amount of net reversal of deferred tax to occur in the next year is expected to be £236,149 (2024: £220,958).
25. | Provisions
| Group
|  | Warranty provision
|  | £
| At 1 April 2024 | 11,846
| Charged to profit or loss | 509
| At 31 March 2025 | 12,355
| The warranty provision is made for the likely cost of after-sales costs. It is expected that this will be used within 12 months of the year end.
Page 39
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 25.Provisions (continued)
| Company
|  | Total
|  | £
| At 31 March 2025 | -
26. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100,500 (2024 - 100,500) Ordinary A shares of £1.00 each | 100,500 | 100,500
|  | 27,917 (2024 - 27,917) Ordinary B shares of £0.10 each | 2,792 | 2,792
|  |  | 103,292 | 103,292
| On incorporation of the company on 7 March 2023, 1 Ordinary A share and 1 Ordinary B share were allotted. On 9 March 2023, the company issued a further 100,499 Ordinary A shares and 27,916 Ordinary B shares as part of a share for share exchange. The Ordinary A shares carry full dividend rights. The Ordinary B shares carry voting rights and no right to a dividend. The Ordinary B shares only carry right to share in any proceeds above a certain threshold in the event of a company sale or liquidation.
27. | Reserves
Merger Reserve A reserve which arose on a share for share exchange in the prior period. When the group has acquired subsidiary entities by the issue of shares in itself it has taken advantage of the merger relief provisions of the Companies Act and has accounted for the difference between the nominal value of the shares issued and the fair value of the asset acquired via the merger relief reserve rather than creating a share premium account. Profit and loss account This reserve represents accumulated comprehensive income for the current year.
28. | Contingent liabilities
The Company is part of a composite guarantee whereby liabilities are secured over the assets of the Group. As at 31 March 2025, the Company's liability in respect of this guarantee is £7,861,495 (2024: £6,554,465). Page 40
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
29. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £286,410 (2024: £268,782). Contributions totaling £58,254 (2024: £51,122) were payable to the fund at the balance sheet date and are included in creditors.
30. | Commitments under operating leases
| At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 171,301 | 167,775
| Later than 1 year and not later than 5 years | 451,441 | 400,912
| Later than 5 years | - | 60,000
|  | 622,742 | 628,687
31. | Related party transactions
| Transactions to family members of directors totalled £259,271, amounts owed to family members at the year end totalled £2,902 The following transactions took place between the Company and entities under common control:
|  | 2025 | 2024
|  | £ | £
| Sales | 41,606 | 81,714
| Purchases | 22,259 | 393,289
| Amounts due from | 5,592 | 1,350
| Amounts owed to | - | 300
| Sales in the year with the Group's associated undertaking amounted to £255 (2024: £15,035). At the year end, amounts due from and to the Group's associated undertaking totalled £91,286 (2024: £91,286) and £Nil (2024: £31,200).
32. | Post balance sheet events
There was a change in share structure on 28 May 2025 which included: 27,917 Ordinary B shares of £0.10 are now designated as 27,917 Ordinary A shares of £0.10 100,500 Ordinary A shares of £1.00 have been subdivided into 1,005,000 Ordinary A shares of £0.10 Page 41
SIGMA 032023 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
33. | Controlling party
The ultimate controlling party was considered to be Mr. W. Adams, a director and shareholder of the company by virtue of his shareholding in the company. On 25 March 2025 Tioga EOT Limited per Companies House acquired the full share capital of Sigma 032023 Limited.
Page 42