ACCOUNTS - Final Accounts

Auditors' remuneration

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

Registered number: 10684201

SIMPATICA GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

SIMPATICA GROUP 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	10684201


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

SIMPATICA GROUP 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 - 20

SIMPATICA GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Introduction

The principal activity of the company during the year is that of a holding company.

Business review

The company is an intermediate holding company of the wider Sigma 032023 Limited Group and has no ongoing trading activities. The directors do not envisage this changing for the foreseeable future. The directors are satisfied that it can meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Profit for the year was £3.3m (2024: £0.3m). Net assets at the year end were £6.9m (2024: £6.1m).
On 25th March 2025, the group successfully made the transition to an employee ownership trust (EOT), when the Tioga EOT Limited 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

Details of the financial risks and uncertainties are included within the consolidated financial statements of Sigma 032023 Limited which are publicly avaliable from Companies House.

Financial key performance indicators

Given the staight forward nature of the business, the company's directors are of the opnion that further analysis using KPI's is not necessary for an understanding of the development, performance or position of the business. Details of the key performance indicators is included within the consolidated financial statements of Sigma 032023 Limited which are publicly avaliable. As a holding company, it is however noted that the main risk to the company is to the value of the investment as this relies on the performance of its owned and indirect subsidiaries and the risk being managed by continuously monitoring the underlying performance of these subsidiaries.

This report was approved by the board on 1 October 2025 and signed on its behalf.

D A Hallam

Director

Page 1

SIMPATICA GROUP 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 2006. They 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.

Principal activity

The principal activity of the Company during the period is that of a holding company.

Results and dividends

The profit for the year, after taxation, amounted to £3,277,251 (2024 - £332,798).

During the year the Company paid dividends totalling £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)

Page 2

SIMPATICA GROUP 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.

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

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

SIMPATICA GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP LIMITED

Opinion

We have audited the financial statements of Simpatica Group 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 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 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 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.

Page 4

SIMPATICA GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP 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

SIMPATICA GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP 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).
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

SIMPATICA GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP 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

SIMPATICA GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£	£


Administrative expenses	(183)	(7,202)
Operating loss	(183)	(7,202)
Income from fixed asset investments	3,841,000	340,000
Amounts written off and p/l on disposals	(563,566)	-
Profit before tax	3,277,251	332,798

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 11 to 20 form part of these financial statements.

Page 8

SIMPATICA GROUP LIMITED

REGISTERED NUMBER: 10684201

BALANCE SHEET

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	9		8,046,580		8,677,751
			8,046,580		8,677,751
Current assets
Debtors: amounts falling due within one year	10	1,173,596		1,173,596
Cash at bank and in hand	11	37		83,261
		1,173,633		1,256,857
Creditors: amounts falling due within one year	12	(2,312,725)		(3,852,135)
Net current liabilities			(1,139,092)		(2,595,278)

Net assets			6,907,488		6,082,473

Capital and reserves
Called up share capital	14	213,433	213,433
Merger reserve	15	6,786,246	6,786,246
Profit and loss account	15	(92,191)	(917,206)
		6,907,488	6,082,473

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 20 form part of these financial statements.

Page 9

SIMPATICA GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Merger reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	213,433	6,786,246	(1,010,004)	5,989,675

Profit for the year	-	-	332,798	332,798
Dividends: Equity capital	-	-	(240,000)	(240,000)

At 1 April 2024	213,433	6,786,246	(917,206)	6,082,473

Profit for the year	-	-	3,277,251	3,277,251
Dividends: Equity capital	-	-	(2,452,236)	(2,452,236)
At 31 March 2025	213,433	6,786,246	(92,191)	6,907,488

The notes on pages 11 to 20 form part of these financial statements.

Page 10

SIMPATICA GROUP 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 10684201. The nature of the Company's operations and principal activities is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires 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 33 Related Party Disclosures paragraph 33.7.

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

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Going concern

The Company is a member of the Sigma 032023 Limited Group, and the Group has confirmed its on going financial support of the Company, and that it will not call for repayment of any intercompany loans until cashflow permits. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

2.5

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.

Page 11

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Taxation

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.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.8

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

2.9

Debtors

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

2.10

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.

2.11

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.

2.12

Financial instruments

Page 12

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.12

Financial instruments (continued)

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.
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.
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.

2.13

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.

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

The company makes estimates and assumptions concerning the future. Management 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.
Critical judgements
The following judgements have had the most significant effect on the amounts recognised in the financial statements:
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 9.
Key sources of estimation uncertainty
The estimate and assumptions which have a significant risk of causing a material adjustment to the carrying vale amount of assets and liabilities are as follows:
Investment carrying value
Determining whether an investment is impaired required an estimation of the recoverable amount which requires the company to estimate the value in use. See note 9.

Page 13

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

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

2,481

2,363

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.

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).

6.	Income from investments
		2025	2024
		£	£

	Income from fixed assets and dividends	(3,841,000)	(340,000)



Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Tax on profit	-	-

Page 14

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

7.Taxation (continued)

Profit on ordinary activities before tax

3,277,251

332,798

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	819,313	83,200
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	140,891	(1)
Non-taxable income	(960,250)	(85,000)
Group relief	46	1,801
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

8.	Dividends
		2025	2024
		£	£

Dividends paid in year on Ordinary A £1 Shares of 1195p (2024: 117p) per share

2,452,236

240,000

Page 15

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

9.	Fixed asset investments

	Investments in subsidiary companies	Investments in associates	Total
	£	£	£
Cost or valuation
At 1 April 2024	7,683,310	994,441	8,677,751
Additions	-	143,631	143,631
Disposals	-	(363,270)	(363,270)
Amounts written off	-	(411,532)	(411,532)
At 31 March 2025	7,683,310	363,270	8,046,580

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

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 Ordinary B	100%

The above entities are included within the consolidated financial statements. All entities have the same registered office as Simpatica Group Limited, as disclosed on the company information page.

Page 16

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Associate
The following was an associate 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 shares the same registered office as Simpatica Group Limited, as disclosed on the company information page.

Page 17

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	1,109,901	1,109,901
Amounts owed by joint ventures and associated undertakings	63,695	63,695
	1,173,596	1,173,596

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

11.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	37	83,261

12.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Amounts owed to group undertakings	2,312,725	3,852,135
	2,312,725	3,852,135

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Page 18

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Financial instruments
		2025	2024
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	1,173,596	1,173,596

	Financial liabilities
	Financial liabilities measured at amortised cost	2,312,725	3,852,135

Financial assets measured at fair value through profit or loss comprise of amounts owed by group undertakings and amounts owed by associates.

Page 19

SIMPATICA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

205,631 (2024 - 205,631) Ordinary A shares of £1.00 each	205,631	205,631
27,917 (2024 - 27,917) Ordinary B shares of £0.10 each	2,792	2,792
5,010 (2024 - 5,010) Ordinary C shares of £1.00 each	5,010	5,010

	213,433	213,433

All shares carry equal voting rights. The Ordinary A shares carry full dividend rights, the Ordinary C shares carry discretionary dividend rights and the Ordinary B shares carry no right to receive a dividend.
The Ordinary A shares are entitled to the first £7.5m of proceeds on wind up or sale, less the par value of the Ordinary C shares. The Ordinary B shares are entitled to a share of any distribution over and above the £7.5m, pro rated between Ordinary A and Ordinary B shares.

15.

Reserves

Merger Reserve

A reserve which arose on a share for share exchange in a prior period. The reserve represents the difference between the nominal value of the consideration shares and the fair value of the shares acquired.

Profit and loss account

Represents accumulated comprehensive income for current and prior periods, less dividends paid

16.	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).

17.	Related party transactions
	At the year end, amounts due from the Company's associated undertaking totalled £63,695 (2024: £63,695). As the company is a wholly owned subsidiary of a company whose consolidated accounts include the results of the subsidiary and are publicly available, the company has taken advantage of the FRS 102 Section 33.1a exemption from disclosing transactions with group undertakings.

18.	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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SIMPATICA GROUP LIMITED

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