CTGH Limited

	Page
Balance Sheet	1
Notes to the Financial Statements	2—5

1. General Information

CTGH Limited is a private company, limited by shares, incorporated in England & Wales, registered number 13776066 . The registered office is 22 High Garth, Esher, KT10 9DN.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

These financial statements have not been prepared on a going concern basis. The directors have resolved to place the company into liquidation within 18 months of the approval of these financial statements.

On 26 October 2024, the company disposed of its trading subsidiaries via a Share Purchase Agreement (SPA). A net receipt of approximately £1.5 million is expected by October 2025 as deferred consideration. In April 2025, most of the loans were capitalised and the company was deregistered from The International Stock Exchange in preparation for an eventual winding up as detailed in the Post Balance Sheet note.

No further trading is expected once the deferred consideration is received, and the company will be liquidated once all obligations are met.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

over 1 year on a straight line basis

2.5. Financial Instruments

Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Investments

Investments in subsidiaries are held at cost less accumulated impairment losses.

Impairment of financial assets

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.

For financial assets that are measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate.

...CONTINUED

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CTGH Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.5. Financial Instruments - continued

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

2.6. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.7. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.8. Related party exemption

The company has taken advantage of the exemption available under FRS 102 not to disclose related party transactions with wholly owned group companies.

3. Average Number of Employees

Average number of employees, including directors, during the year was as follows: 1 (2023: NIL)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2024	-
Additions	3,590
Disposals	(1,432 )

As at 31 December 2024	2,158

Depreciation
As at 1 January 2024	-
Provided during the period	875
Disposals	(358 )

As at 31 December 2024	517

Net Book Value
As at 31 December 2024	1,641

As at 1 January 2024	-

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CTGH Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Investments

	Unlisted
	£
Cost
As at 1 January 2024	1,780,960
Additions	30,765,572
Disposals	(32,546,532 )

As at 31 December 2024	-

Provision
As at 1 January 2024	1,678,327
Disposals	(1,678,327 )

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	-

As at 1 January 2024	102,633

6. Debtors

	2024	2023
	£	£
Due within one year
Other debtors	1,521,443	5
VAT	1,884	-
Amounts owed by group undertakings	-	1

	1,523,327	6

7. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	11,261	-
Other creditors	31,484	-
Accruals and deferred income	1,352,971	918,434

	1,395,716	918,434

8. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Other loans	31,545,916	23,449,253
Directors loan account	1,505,555	1,505,555

	33,051,471	24,954,808

9. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	725	725

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CTGH Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

10. Pension Commitments

The company operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £5,117 (2023: £Nil) were due to the fund. They are included in Other Creditors.

11. Post Balance Sheet Events

On 4 April 2025, the company allotted 4 A ordinary shares and 8 B ordinary shares through the capitalisation of £33,181,832 of loans and accrued interest from investors and founders. Most of this amount is reflected under "Other creditors" in these financial statements.

In connection with the planned liquidation, the company was also deregistered from The International Stock Exchange in April 2025.

12. Ultimate Parent Undertaking and Controlling Party

The company's immediate parent undertaking is InfraRed CTG Holdings Limited . InfraRed CTG Holdings Limited does not draw up consolidated accounts.

The company of the smallest group for which consolidated accounts are drawn up, of which the company is a member, is InfraRed Partners LLP, with its registered office address of Level 7, One Bartholomew Close, Barts Square, London, EC1A 7BL.

The ultimate controlling party is Sun Life Financial Inc , with a registered address of 1 York Street, Toronto, Ontario, Canada, M5J 0B6, which is the largest group which consolidates the results of the Company. The consolidated financial statements of this group are available to the public.

13. Audit Information

The auditor's report on the accounts of CTGH Limited for the year ended 31 December 2024 was unqualified.

The auditors emphasised the following matter without qualifying their report:

In forming our opinion, we have considered the adequacy of the disclosures made in the financial statements regarding the fact that in June 2024, the directors decided to winddown operations and ultimately intend to wind up the company. The disclosures are made in note 2 to the accounts. Our opinion is not qualified in this respect.

The auditor's report was signed by Mark Ashfield FCA (Senior Statutory Auditor) for and on behalf of HB&O Ltd , Statutory Auditor.

HB&O Ltd

Highdown House

11 Highdown Road

Leamington Spa

CV31 1XT

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		1,641		-
Investments	5		-		102,633

			1,641		102,633
CURRENT ASSETS
Debtors	6	1,523,327		6
Cash at bank and in hand		632,913		121,146

		2,156,240		121,152
Creditors: Amounts Falling Due Within One Year	7	(1,395,716 )		(918,434 )

NET CURRENT ASSETS (LIABILITIES)			760,524		(797,282 )

TOTAL ASSETS LESS CURRENT LIABILITIES			762,165		(694,649 )

Creditors: Amounts Falling Due After More Than One Year	8		(33,051,471 )		(24,954,808 )

NET LIABILITIES			(32,289,306 )		(25,649,457 )

CAPITAL AND RESERVES
Called up share capital	9		725		725
Profit and Loss Account			(32,290,031 )		(25,650,182 )

SHAREHOLDERS' FUNDS			(32,289,306)		(25,649,457)