Caseware UK (AP4) 2024.0.164 2024.0.164 2025-03-312025-03-3122503truetrue143falsefalsetruefalseThe principal activity of the company during the year continued to be design and manufacture of low volume, high value, complex electronic equipment.2024-04-01136 03167564 2024-04-01 2025-03-31 03167564 2023-04-01 2024-03-31 03167564 2025-03-31 03167564 2024-03-31 03167564 2023-04-01 03167564 c:Director1 2024-04-01 2025-03-31 03167564 c:Director2 2024-04-01 2025-03-31 03167564 c:Director2 2025-03-31 03167564 c:Director3 2024-04-01 2025-03-31 03167564 c:Director3 2025-03-31 03167564 c:Director4 2024-04-01 2025-03-31 03167564 c:Director4 2025-03-31 03167564 c:Director5 2024-04-01 2025-03-31 03167564 c:Director6 2024-04-01 2025-03-31 03167564 c:Director6 2025-03-31 03167564 c:Director7 2024-04-01 2025-03-31 03167564 c:Director7 2025-03-31 03167564 c:Director8 2024-04-01 2025-03-31 03167564 c:Director8 2025-03-31 03167564 c:Director9 2024-04-01 2025-03-31 03167564 c:Director9 2025-03-31 03167564 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Registered number: 03167564










TIOGA LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
TIOGA LIMITED
 

COMPANY INFORMATION


Directors
W Adams 
J A D Mumby (resigned 9 April 2025)
R B Hoyle (resigned 18 November 2024)
J A Hislop (resigned 25 March 2025)
D A Hallam 
A N Grimmett (appointed 1 June 2024)
B M Adams (appointed 9 April 2025)
R L Adams (appointed 9 April 2025)
P G Schofield (appointed 9 April 2025)
R D Walford (appointed 9 April 2025)




Registered number
03167564



Registered office
St. Thomas House
St. Mary's Wharf

Mansfield Road

Derby

DE1 3TN




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Prospect House

1 Prospect Place

Pride Park

Derby

DE24 8HG





 
TIOGA LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 30


 
TIOGA LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The principal activity of the company during the year continued to be design and manufacture of low volume, high value, complex electronic equipment.

Business review
 
The year to 31 March 2025, saw the electronic components market return to a more normalised set of trading conditions. One of the main features of these conditions is shorter lead times resulting in lower levels of stock holding for our company. This is also true of our market place, with customers frequently placing orders on shorter lead times as they look to reduce their own stockholding. 
For the third year in succession the company’s turnover has exceeded £20m (2024: £21.7m). EBITDA for the year was £2.2m (2024: £2.6m).
Our current order book remains strong and there are many new, exciting opportunities, working with our customers, to look forward to in the coming months.

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 Tioga 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 business.
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 company’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 company 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 company 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

 
TIOGA 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 Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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


select suitable accounting policies for the Company'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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,165,141 (2024 - £1,392,745).

Dividends totalling £3,841,000 (2024 - £240,000) were paid during the year. 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 
J A D Mumby (resigned 9 April 2025)
R B Hoyle (resigned 18 November 2024)
J A Hislop (resigned 25 March 2025)
D A Hallam 
A N Grimmett (appointed 1 June 2024)

Future developments

These are discussed in the business review section of the Strategic report.

Page 2

 
TIOGA 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'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's auditors are aware of that information.

Post balance sheet events

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

Auditors

Under section 487(2) of the Companies Act 2006PKF 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

 
TIOGA LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIOGA LIMITED
 

Opinion


We have audited the financial statements of Tioga Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 31 March 2025 and of its 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 Company 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 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.


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 ReportOur 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.


Page 4

 
TIOGA LIMITED
 

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


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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
TIOGA LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIOGA 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 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).


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.


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 2006Our 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.


Page 6

 
TIOGA LIMITED
 

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





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

 
TIOGA LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
20,102,534
21,673,880

Cost of sales
  
(14,577,310)
(15,839,649)

Gross profit
  
5,525,224
5,834,231

Administrative expenses
  
(3,793,764)
(3,674,836)

Other operating income
 5 
120,660
108,742

Other operating charges
  
(21,000)
(89,187)

Operating profit
 6 
1,831,120
2,178,950

Amounts written off unlisted investments
  
-
(15,349)

Interest receivable and similar income
  
9,142
2,637

Interest payable and similar expenses
 10 
(419,339)
(442,628)

Profit before tax
  
1,420,923
1,723,610

Tax on profit
 11 
(255,782)
(330,865)

Profit for the financial year
  
1,165,141
1,392,745

The notes on pages 11 to 30 form part of these financial statements.

Page 8

 
TIOGA LIMITED
REGISTERED NUMBER: 03167564

BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
3,211,626
3,488,342

  
3,211,626
3,488,342

Current assets
  

Stocks
 14 
5,178,186
5,922,688

Debtors: amounts falling due within one year
 15 
12,464,619
12,516,862

Cash at bank and in hand
 16 
98,341
7,540

  
17,741,146
18,447,090

Creditors: amounts falling due within one year
 17 
(8,418,618)
(8,507,700)

Net current assets
  
 
 
9,322,528
 
 
9,939,390

Total assets less current liabilities
  
12,534,154
13,427,732

Creditors: amounts falling due after more than one year
 18 
(3,340,657)
(1,526,021)

Provisions for liabilities
  

Deferred tax
 22 
(236,149)
(268,504)

Net assets
  
8,957,348
11,633,207


Capital and reserves
  

Called up share capital 
 23 
254,042
254,042

Share premium account
 24 
49,750
49,750

Capital redemption reserve
 24 
150,000
150,000

Profit and loss account
 24 
8,503,556
11,179,415

  
8,957,348
11,633,207


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 11 to 30 form part of these financial statements.

Page 9

 
TIOGA LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2023
254,042
49,750
150,000
10,026,670
10,480,462



Profit for the year
-
-
-
1,392,745
1,392,745

Dividends: Equity capital
-
-
-
(240,000)
(240,000)



At 1 April 2024
254,042
49,750
150,000
11,179,415
11,633,207



Profit for the year
-
-
-
1,165,141
1,165,141

Dividends: Equity capital
-
-
-
(3,841,000)
(3,841,000)


At 31 March 2025
254,042
49,750
150,000
8,503,556
8,957,348


The notes on pages 11 to 30 form part of these financial statements.

Page 10

 
TIOGA 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 03167564. The nature of the Company'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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company has prepared it's financial statements to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Sigma 032023 Limited as at 31st March 2025 and these financial statements may be obtained from Companies House.

Page 11

 
TIOGA 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 Company, can lead to low levels of headroom at certain times, the directors are satisfied that the Company 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 Company’s performance, the procedures put in place and the additional support provided by the Company’s bank has given the directors reasonable confidence and expectation that the Company has sufficient resources to continue to operate for the foreseeable future and as such, the Company 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 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 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'.

Page 12

 
TIOGA 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 Company 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 Company has transferred the significant risks and rewards of ownership to the buyer on   collection of goods;
the Company 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 Company 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 Company 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 Company 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

Research and development

Research and development expenditure is written off in the year in which it is incurred.

 
2.9

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 Statement of comprehensive income in the same period as the related expenditure.

 
2.10

Interest income

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

Page 13

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.11

Finance costs

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

 
2.12

Borrowing costs

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

 
2.13

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.14

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

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.


 
2.15

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.

Page 14

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

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
Leasehold property improvements
-
Over the life of the lease
Plant and machinery
-
10 - 20% straight line
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
20-33% straight line
Freehold property improvements
-
15 years 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 directors review the carrying amounts of it's 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 extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the directors estimate 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 it's carrying amount, the carrying amount of the asset is reduced to it's recoverable amount. Any impairment loss is recognised as an expense immediately.
Repairs and maintenance are charged to the profit and loss during the year in which they are incurred.

 
2.16

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.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. 

 
2.18

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. 

Page 15

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.19

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.

 
2.20

Financial instruments

The Company 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 an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.


 
2.21

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.

Page 16

 
TIOGA 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 Company makes estimates and assumptions concerning the future. The directors are also required to exercise judgment in the process of applying the Company's accounting policies. Estimates and judgments 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 Company'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 14).
Recoverability of trade debtors and amounts due from group companies
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 15).
In respect of amounts owed by fellow group members, the Company liaises closely with the Board of Directors of Simpatica Group Holdings 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 15).


4.


Turnover

The whole of the turnover is attributable to the Company's principal activity.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
16,003,114
17,563,325

Rest of Europe
1,525,748
2,140,158

Rest of the world
2,573,672
1,970,397

20,102,534
21,673,880


Page 17

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

5.


Other operating income

2025
2024
£
£

RDEC Claim
72,626
-

Other grant income
48,034
108,742

120,660
108,742



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Research & development charged as an expense
324,489
221,418

Exchange differences
14,264
(6,717)

Other operating lease rentals
167,479
177,073

Depreciation of tangible assets
397,269
447,326

Provision of stock
413,925
375,418

Loss on disposal of tangible asset
34,080
-


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
20,648
20,648

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 18

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

8.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
5,088,474
4,945,978

Social security costs
487,860
458,716

Cost of defined contribution scheme
256,936
246,789

5,833,270
5,651,483


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


        2025
        2024
            No.
            No.







Administration and management
53
55



Production
83
88

136
143


9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
422,483
365,109

Company contributions to defined contribution pension schemes
53,587
47,929

476,070
413,038


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 Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

Page 19

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
63,754
46,195

Other loan interest payable
5,503
6,148

Finance leases and hire purchase contracts
46,741
42,883

Other interest payable
303,341
347,402

419,339
442,628


11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
305,538
278,382

Adjustments in respect of previous periods
(17,401)
(15,338)


288,137
263,044


Total current tax
288,137
263,044

Deferred tax


Origination and reversal of timing differences
(32,355)
67,821

Total deferred tax
(32,355)
67,821


Tax on profit
255,782
330,865
Page 20

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,420,923
1,723,610


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
355,231
430,903

Effects of:


Expenses not deductible for tax purposes
22,664
26,175

Fixed assets timing difference
10,570
10,570

Adjustments to tax charge in respect of prior periods
(17,402)
(15,338)

Adjustments to tax charge in respect of previous periods - deferred tax
(7)
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
11,800
(46,010)

Group relief
(127,074)
(75,435)

Total tax charge for the year
255,782
330,865


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Dividends

2025
2024
£
£


Dividends paid in year on Ordinary £1 Shares of £15.29 (2024: 95.5p) per share
3,841,000
240,000

Page 22

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

13.


Tangible fixed assets





Freehold property
Leasehold property improvements
Plant and machinery
Motor vehicles
Fixtures,fittings and office equipment

£
£
£
£
£



Cost 


At 1 April 2024
1,844,114
225,041
4,304,478
196,134
741,517


Additions
-
-
54,646
147,795
4,238


Disposals
-
-
-
(161,860)
-



At 31 March 2025

1,844,114
225,041
4,359,124
182,069
745,755



Depreciation


At 1 April 2024
94,410
87,850
3,110,107
73,461
688,624


Charge for the year on owned assets
8,441
22,503
152,707
747
23,976


Charge for the year on financed assets
-
-
87,989
37,108
-


Disposals
-
-
-
(47,780)
-



At 31 March 2025

102,851
110,353
3,350,803
63,536
712,600



Net book value



At 31 March 2025
1,741,263
114,688
1,008,321
118,533
33,155



At 31 March 2024
1,749,704
137,191
1,194,371
122,673
52,893
Page 23

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

           13.Tangible fixed assets (continued)


Freehold property improvements
Total

£
£



Cost 


At 1 April 2024
1,316,703
8,627,987


Additions
27,954
234,633


Disposals
-
(161,860)



At 31 March 2025

1,344,657
8,700,760



Depreciation


At 1 April 2024
1,085,193
5,139,645


Charge for the year on owned assets
63,798
272,172


Charge for the year on financed assets
-
125,097


Disposals
-
(47,780)



At 31 March 2025

1,148,991
5,489,134



Net book value



At 31 March 2025
195,666
3,211,626



At 31 March 2024
231,510
3,488,342

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:
Freehold £1,936,930 (2024 - £1,981,214)
Leasehold £114,688 (2024 - £137,191)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Plant and machinery
599,299
1,027,522

Motor vehicles
116,290
119,684

715,589
1,147,206

Page 24

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

14.


Stocks

2025
2024
£
£

Raw materials and consumables
3,364,944
3,830,272

Work in progress and finished goods
1,813,242
2,092,416

5,178,186
5,922,688


The carrying value of stocks are stated net of provision totalling £1,107,135 (2024 - £510,446). Impairment gains totalling £Nil (2024 - £375,418) were recognised in profit and loss.
There is no material difference between the replacement cost of stocks and the amounts stated above.


15.


Debtors

2025
2024
£
£


Trade debtors
5,300,362
5,373,683

Amounts owed by group undertakings
6,813,507
6,966,015

Amounts owed by joint ventures and associated undertakings
27,591
27,591

Other debtors
98,034
1,211

Prepayments and accrued income
225,125
148,362

12,464,619
12,516,862


Trade debtors are stated after a provision for impairment of £Nil (2024 - £Nil).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


16.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
98,341
7,540


Page 25

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

17.


Creditors: Amounts falling due within one year

2025
2024
£
£

Bank loans (note 19)
564,617
119,450

Amounts due under invoice discounting and stock facilities
3,765,945
4,690,380

Trade creditors
2,791,463
2,173,982

Amounts owed to group undertakings
-
87,681

Amounts owed to joint ventures
-
31,200

Corporation tax
233,538
274,294

Other taxation and social security
515,965
640,509

Obligations under finance lease and hire purchase contracts
190,276
218,614

Other creditors
56,784
60,885

Accruals and deferred income
300,030
210,705

8,418,618
8,507,700


Amounts owed to group undertakings are 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 Company's freehold property by way of a debenture,along with a fixed and floating charge over the assets of the wider Sigma 032023 Limited's 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.


18.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Bank loans
3,114,678
1,174,884

Net obligations under finance leases and hire purchase contracts
225,979
351,137

3,340,657
1,526,021


Obligations under hire purchase contracts are secured on the assets to which they relate.
The bank loans and overdraft are secured on the company's freehold property by way of a debenture, along with a fixed and floating charge over the assets of the wider Sigma 032023 Limited's group.

Page 26

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

19.


Loans


Analysis of the maturity of loans is given below:


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


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


20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2025
2024
£
£


Within one year
190,276
218,614

Between 1-5 years
225,979
351,137

416,255
569,751

Page 27

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.


Financial instruments

2025
2024
£
£

Financial assets


Financial assets measured at fair value through profit or loss
12,239,494
12,368,500


Financial liabilities


Financial liabilities measured at amortised cost
10,293,487
8,338,462


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.


22.


Deferred taxation




2025


£






At beginning of year
(268,504)


Credited to profit or loss
32,355



At end of year
(236,149)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(241,434)
(273,671)

Other timing difference
5,285
5,167

(236,149)
(268,504)

The amount of net reversal of deferred tax to occur in the next year is expected to be £236,149 (2024:
£268,504).


23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



251,250 (2024 - 251,250) Ordinary shares of £1.00 each
251,250
251,250
27,917 (2024 - 27,917) Ordinary B shares of £0.10 each
2,792
2,792

254,042

254,042

Page 28

 
TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.Share capital (continued)

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.



24.


Reserves

Share premium account

This reserve represents the amount above nominal value received for shares issued, less transaction costs.

Capital redemption reserve

This reserve arose upon the repurchase of shares in a prior period.

Profit and loss account

This reserve represents accumulated comprehensive income for current and prior periods.


25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £256,936 (2024 -£246,789) . Contributions totalling £46,214 (2024 - £43,205) were payable to the fund at the balance sheet date and are included in creditors.


26.


Commitments under operating leases

At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
171,301
144,771

Later than 1 year and not later than 5 years
451,441
400,912

Later than 5 years
-
60,000

622,742
605,683

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TIOGA LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

27.


Related party transactions

As the Company is a wholly owned subsidiary of a company whose consolidated accounts include the results of the subsidiary and are publically available, the Company has taken advantage of the FRS 102 Section 33.1a exemption from disclosing transactions with group undertakings.
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 owed to
5,592
1,350
Amounts due from
-
300

Amounts owed to and due from entities under common control do not attract interest and have no set repayment date.
The following transactions took place between the Company and associates within the same group:


.



2025
2024
£
£
Sales

255

15,035
 
Amounts due from

17,916

17,610
 
Amounts due to

-

31,200
 


28.


Controlling party

The ultimate parent undertaking is Sigma 032023 Limited, a company registered in England and Wales.
The ultimate controlling party was considered to be Mr. W. Adams, a director and shareholder of the company by virtue of his shareholding in Sigma 032023 Limited. From 25 March 2025, the ultimate controlling party changed to Tioga EOT Limited.


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