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Registered number: 03292855 TROIKA SYSTEMS LIMITED UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
TROIKA SYSTEMS LIMITED COMPANY INFORMATION
Directors | Richard Smuts-Steyn
| Jonathan Jordan (resigned 19 May 2024)
| Bruce Anthony Naylor (resigned 30 April 2024)
| Simon Ralph Hughes
| Stephen Craik (appointed 5 November 2024)
Registered number | 03292855
Registered office | 1 Blackworth Court
| Blackworth Industrial Estate, Highworth
| Highworth Swindon
| Swindon
| Wiltshire
| SN6 7NS
Accountants | Wayside Accountancy Limited
| 5 Willow Close
| Fradley
| Lichfield
| Staffordshire
| WS13 8RW
TROIKA SYSTEMS LIMITED REGISTERED NUMBER: 03292855 BALANCE SHEET AS AT 31 JANUARY 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | 3,456 |  | 10,872
Tangible assets | 5 |  | 54,001 |  | 45,270
|  |  | 57,457 |  | 56,142
Current assets |  |  |  |  |
Stocks |  | 184,117 |  | 152,451 |
Debtors: amounts falling due within one year | 6 | 2,056,024 |  | 2,075,010 |
Cash at bank and in hand | 7 | 338,379 |  | 210,846 |
|  | 2,578,520 |  | 2,438,307 |
Creditors: amounts falling due within one year | 8 | (441,161) |  | (434,096) |
Net current assets |  |  | 2,137,359 |  | 2,004,211
Total assets less current liabilities |  |  | 2,194,816 |  | 2,060,353
Creditors: amounts falling due after more than one year | 9 |  | (177,000) |  | (354,000)
Provisions for liabilities |  |  |  |  |
Deferred tax | 11 |  | (13,500) |  | (11,318)
Net assets |  |  | 2,004,316 |  | 1,695,035
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 250 |  | 250
Capital redemption reserve |  |  | 33 |  | 33
Profit and loss account |  |  | 2,004,033 |  | 1,694,752
|  |  | 2,004,316 |  | 1,695,035
Page 1
TROIKA SYSTEMS LIMITED REGISTERED NUMBER: 03292855 BALANCE SHEET (CONTINUED) AS AT 31 JANUARY 2025 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2025.
Simon Ralph Hughes
Director
The notes on pages 3 to 12 form part of these financial statements. Page 2
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
1. | General information
Troika Systems Limited is a private company, limited by shares, incorporated and domiciled in the United Kingdom. The address of its registered office and registration number is shown on the company information page. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | 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. Page 3
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.3 | 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; ∙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. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | 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.
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Page 4
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.6 | 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.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | 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.
| 2.9 | 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. Page 5
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.10 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.11 | 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. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold property | - | 15% |
|  |  |  | Plant and machinery | - | 15% |
|  |  |  | Fixtures and fittings | - | 15% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.12 | 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.
| 2.13 | 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. Page 6
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 2.Accounting policies (continued)
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.15 | 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.
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
3. | Employees
| The average monthly number of employees, including directors, during the year was 21 (2024 - 20).
Page 7
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
4. | Intangible assets
|  | Patents
|  | £
| Cost |
| At 1 February 2024 | 32,731
| Additions | 5,002
| At 31 January 2025 | 37,733
| Amortisation |
| At 1 February 2024 | 21,859
| Charge for the year on owned assets | 12,418
| At 31 January 2025 | 34,277
| Net book value |
| At 31 January 2025 | 3,456
| At 31 January 2024 | 10,872
Page 8
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
5. | Tangible fixed assets
|  | Freehold property | Short-term leasehold property | Plant and machinery | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 February 2024 | 15,229 | 6,382 | 161,503 | 183,114
| Additions | - | - | 21,639 | 21,639
| Disposals | - | - | (11,287) | (11,287)
| At 31 January 2025 | 15,229 | 6,382 | 171,855 | 193,466
| Depreciation |  |  |  |
| At 1 February 2024 | 15,229 | 2,740 | 119,875 | 137,844
| Charge for the year on owned assets | - | 546 | 8,327 | 8,873
| Disposals | - | - | (7,252) | (7,252)
| At 31 January 2025 | 15,229 | 3,286 | 120,950 | 139,465
| Net book value |  |  |  |
| At 31 January 2025 | - | 3,096 | 50,905 | 54,001
| At 31 January 2024 | - | 3,642 | 41,628 | 45,270
Page 9
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 205,807 | 178,830
| Amounts owed by group undertakings | 1,772,286 | 1,813,361
| Other debtors | 17,138 | 40,275
| Prepayments and accrued income | 60,793 | 42,544
|  | 2,056,024 | 2,075,010
7. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 338,379 | 210,846
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 177,000 | 177,000
| Trade creditors | 180,836 | 164,222
| Other taxation and social security | 19,774 | 21,374
| Other creditors | 2,935 | 2,602
| Accruals and deferred income | 60,616 | 68,898
|  | 441,161 | 434,096
9. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 177,000 | 354,000
Page 10
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
10. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 177,000 | 177,000
| Amounts falling due 1-2 years |  |
| Bank loans | 177,000 | 177,000
| Amounts falling due 2-5 years |  |
| Bank loans | - | 177,000
|  | 354,000 | 531,000
| The bank loan is a Covid 19 business recovery loan and is unsecured.
11. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (11,318)
| Charged to profit or loss | (2,182)
| At end of year | (13,500)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | 13,500 | 11,318
12. | Pension commitments
The company operates a defined contribution pension scheme. Contributions payable to the scheme are charged to the profit and loss account in the period to which they relate. Page 11
TROIKA SYSTEMS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
13. | Controlling party
The ultimate parent undertaking is Ensco 1281 Limited, registered office 1 Blackworth Court, Blackworth Industrial Estate, Highworth, Swindon, Wiltshire, SN6 7NS.
Page 12