Caseware UK (AP4) 2024.0.164 2024.0.164 2025-03-312025-03-31truetrue2024-04-01falsefalseNo description of principal activity00truefalse 13205789 2024-04-01 2025-03-31 13205789 2023-04-01 2024-03-31 13205789 2025-03-31 13205789 2024-03-31 13205789 2023-04-01 13205789 c:Director1 2024-04-01 2025-03-31 13205789 c:Director2 2024-04-01 2025-03-31 13205789 c:Director3 2024-04-01 2025-03-31 13205789 c:Director3 2025-03-31 13205789 c:Director4 2024-04-01 2025-03-31 13205789 c:Director5 2024-04-01 2025-03-31 13205789 c:Director5 2025-03-31 13205789 c:RegisteredOffice 2024-04-01 2025-03-31 13205789 d:CurrentFinancialInstruments 2025-03-31 13205789 d:CurrentFinancialInstruments 2024-03-31 13205789 d:CurrentFinancialInstruments d:WithinOneYear 2025-03-31 13205789 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 13205789 d:ShareCapital 2025-03-31 13205789 d:ShareCapital 2024-03-31 13205789 d:ShareCapital 2023-04-01 13205789 d:MergerReserve 2024-04-01 2025-03-31 13205789 d:MergerReserve 2025-03-31 13205789 d:MergerReserve 2024-03-31 13205789 d:MergerReserve 2023-04-01 13205789 d:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 13205789 d:RetainedEarningsAccumulatedLosses 2025-03-31 13205789 d:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 13205789 d:RetainedEarningsAccumulatedLosses 2024-03-31 13205789 d:RetainedEarningsAccumulatedLosses 2023-04-01 13205789 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2025-03-31 13205789 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-03-31 13205789 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2025-03-31 13205789 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2024-03-31 13205789 c:OrdinaryShareClass1 2024-04-01 2025-03-31 13205789 c:OrdinaryShareClass1 2025-03-31 13205789 c:OrdinaryShareClass1 2024-03-31 13205789 c:OrdinaryShareClass2 2024-04-01 2025-03-31 13205789 c:OrdinaryShareClass2 2025-03-31 13205789 c:OrdinaryShareClass2 2024-03-31 13205789 c:OrdinaryShareClass3 2024-04-01 2025-03-31 13205789 c:OrdinaryShareClass3 2025-03-31 13205789 c:OrdinaryShareClass3 2024-03-31 13205789 c:FRS102 2024-04-01 2025-03-31 13205789 c:Audited 2024-04-01 2025-03-31 13205789 c:FullAccounts 2024-04-01 2025-03-31 13205789 c:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 13205789 d:Subsidiary1 2024-04-01 2025-03-31 13205789 d:Subsidiary1 1 2024-04-01 2025-03-31 13205789 d:Subsidiary2 2024-04-01 2025-03-31 13205789 d:Subsidiary2 1 2024-04-01 2025-03-31 13205789 d:Subsidiary3 2024-04-01 2025-03-31 13205789 d:Subsidiary3 1 2024-04-01 2025-03-31 13205789 d:Subsidiary4 2024-04-01 2025-03-31 13205789 d:Subsidiary4 1 2024-04-01 2025-03-31 13205789 6 2024-04-01 2025-03-31 13205789 e:PoundSterling 2024-04-01 2025-03-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13205789










SIMPATICA GROUP HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
SIMPATICA GROUP HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
W Adams 
D A Hallam 
R B Hoyle (resigned 26 November 2024)
J A D Mumby 
A N Grimmett (appointed 1 June 2024)




Registered number
13205789



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





 
SIMPATICA GROUP HOLDINGS 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 - 18


 
SIMPATICA GROUP HOLDINGS 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 on going 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 £2.5m (2024: £0.2m). Net assets at the year end were £7.4m (2024: £7.4m).
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 publiclly 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 HOLDINGS 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 £2,452,236 (2024 - £240,000).

During the year, the Company paid dividends totalling £2,452,236 (2024: £240,000). The directors do not recommend the payment of any future dividends in respect of the year.

Directors

The directors who served during the year were:

W Adams 
D A Hallam 
R B Hoyle (resigned 26 November 2024)
J A D Mumby 
A N Grimmett (appointed 1 June 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company'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.

Page 2

 
SIMPATICA GROUP HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

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

 
SIMPATICA GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Simpatica Group Holdings 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

 
SIMPATICA GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP HOLDINGS 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 HOLDINGS LIMITED
 

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


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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

 
SIMPATICA GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPATICA GROUP HOLDINGS 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

 
SIMPATICA GROUP HOLDINGS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Other operating income
 4 
-
9,289

Operating profit
  
-
9,289

Income from fixed assets investments
  
2,452,236
240,000

Interest payable and similar expenses
 8 
-
(9,289)

Profit before tax
  
2,452,236
240,000

Profit for the financial year
  
2,452,236
240,000

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

The notes on pages 11 to 18 form part of these financial statements.

Page 8

 
SIMPATICA GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13205789

BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 11 
9,878,138
9,878,138

  
9,878,138
9,878,138

Current assets
  

Debtors: amounts falling due within one year
 12 
-
9,289

  
-
9,289

Creditors: amounts falling due within one year
 13 
(2,449,155)
(2,458,444)

Net current liabilities
  
 
 
(2,449,155)
 
 
(2,449,155)

  

Net assets
  
7,428,983
7,428,983


Capital and reserves
  

Called up share capital 
 15 
163,182
163,182

Merger reserve
 16 
7,265,801
7,265,801

  
7,428,983
7,428,983


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 18 form part of these financial statements.

Page 9

 
SIMPATICA GROUP HOLDINGS 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
163,182
7,265,801
-
7,428,983



Profit for the year
-
-
240,000
240,000

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



At 1 April 2024
163,182
7,265,801
-
7,428,983



Profit for the year
-
-
2,452,236
2,452,236

Dividends: Equity capital
-
-
(2,452,236)
(2,452,236)


At 31 March 2025
163,182
7,265,801
-
7,428,983


The notes on pages 11 to 18 form part of these financial statements.

Page 10

 
SIMPATICA GROUP HOLDINGS 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 13205789. 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 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 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 HOLDINGS 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.


 
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

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.

 
2.9

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.

  
2.10

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 assets acquired via the merger relief reserve rather than creating a share premium account.

 
2.11

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 12

 
SIMPATICA GROUP HOLDINGS 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. 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 11.


4.


Other operating income

2025
2024
£
£

Other operating income
-
9,289

-
9,289



5.


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
2,835
2,670

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.


6.


Employees




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

Page 13

 
SIMPATICA GROUP HOLDINGS LIMITED
 

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

7.


Income from investments

2025
2024
£
£



Income from fixed asset investments
(2,452,236)
(240,000)

(2,452,236)
(240,000)





8.


Interest payable and similar expenses

2025
2024
£
£


Other interest payable
-
9,289

-
9,289


9.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on profit
-
-
Page 14

 
SIMPATICA GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
9.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
2,452,236
240,000


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
613,059
60,000

Effects of:


Non-taxable income
(613,059)
(60,000)

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


10.


Dividends

2025
2024
£
£


Dividends paid in year on Ordinary A £1 Shares of 1578p (2024: 154p) per share
2,452,236
240,000


11.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
9,878,138



At 31 March 2025
9,878,138




See details of the subsidiary undertakings in note 20.

Page 15

 
SIMPATICA GROUP HOLDINGS LIMITED
 

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

12.


Debtors

2025
2024
£
£


Amounts owed by group undertakings
-
9,289



13.


Creditors: Amounts falling due within one year

2025
2024
£
£

Amounts owed to group undertakings
2,449,155
2,458,444

2,449,155
2,458,444



14.


Financial instruments

2025
2024
£
£

Financial assets


Financial assets measured at fair value through profit or loss
-
9,289


Financial liabilities


Financial liabilities measured at amortised cost
2,449,155
2,458,444


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


15.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



155,380 (2024 - 155,380) Ordinary A shares of £1.00 each
155,380
155,380
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

163,182

163,182

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.


Page 16

 
SIMPATICA GROUP HOLDINGS LIMITED
 

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

16.


Reserves

Merger Reserve

A reserve which arose on a share for share exchange in a 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

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


17.


Contingent liabilities

The Company is part of 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)


18.


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 FRS102 Section 33.1a exemption from disclosing transactions with group undertakings.


19.


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.

Page 17

 
SIMPATICA GROUP HOLDINGS LIMITED
 

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

20.



Subsidiary undertakings



Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Simpatica Group Limited
See below
Ordinary, Ordinary B and Ordinary C
100%
Tioga Limited*
See below
Ordinary  and Ordinary B
100%
Tioga Design Services Limited*
See below
Ordinary
100%
Sixis Technology Limited*
See below
Ordinary A and Ordinary B
100%

All entities above have the same registered office as Simpatica Group Holdings Limited, as disclosed on the company information page.
*These holdings are held indirectly.


Page 18