The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company during the period under review was that of a holding company. The results presented in these financial statements are for the individual entity only and do not include the results of other group members and are not therefore representative of aggregated revenue or profit for the wider group of which the company is a part. The group's principal trading company is Sygna (EMEA) Limited.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

• make judgements 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 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Sygna Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The Portland Building, 27-28 Church Street, Brighton, East Sussex, BN1 1RB. The company was incorporated on 28 November 2023.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest rate.

Equity instruments being the share capital issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the company during the year was:

The adjustment to the cost of investment arises as a result of a contractual variation to the purchase price.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The company issued non-interest-bearing loan notes amounting to £3,113,000 in the year ended 31 December 2023 in connection with its acquisition of Sygna Group (EMEA) Ltd. Repayment amounts are not fixed and become payable based on the Company's and its subsidiaries cash balances at the end of each month. In October 2024, the company entered into an agreement, whereby certain obligations under the SPA were released. A revised loan note was issued for £2,256,000. The loan notes need to be repaid in full by 2030 to the extent not previously repaid. The loan notes are secured by fixed and floating charge over the assets and property of the company and its subsidiaries.

In accordance with FRS 102 Section 11, the loan notes have been recognised at their present value of £1,893,296 as at the balance sheet date, using an imputed interest rate of 5.25%, which represents the market rate of interest for similar loans with similar risk.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified and dated 11 November 2025.

The audit report contained the following other matter 'The comparative period was unaudited'.

The company has a possible obligation for additional consideration in relation to its acquisition of Sygna Group (EMEA) Ltd as part of the terms of a share purchase agreement. The amount of this consideration is contingent upon future trigger events occurring before December 2025.

As at the balance sheet date, the event triggering the additional consideration has not yet occurred, and as such, the outcome of this contingency is uncertain.

This contingent liability has not been recognised in the financial statements, as the event is not considered probable at this stage. However, the company will continue to monitor the situation, and if the event becomes probable in the future, an appropriate provision will be recognised in accordance with the requirements of FRS 102, Section 21.

In the prior year, the company issued non-interest bearing loan notes amounting to £3,113,000 to Cathexis Strategies (Hong Kong) Ltd in connection with the acquisition of the entire share capital of Sygna Group (EMEA) Ltd, as detailed in note 10 to these financial statements.  Until the date of issue, Cathexis Strategies (Hong Kong) Ltd was the parent undertaking of Sygna Group (EMEA) Ltd.

A variation to the original agreement was made in October 2024, at this time the relevant parties were not connected.