REGISTERED NUMBER: 03787259 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

For The Year Ended

31 December 2024

for

MCS SOLUTIONS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

6

Report of the Independent Auditors

7

Consolidated Profit and Loss Account

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mr B Francis

Mr N Thomson

Mr R S Van Der Knaap

Mr G Van Der Knaap

SECRETARY:

REGISTERED OFFICE:

Oakwood

Grove Business Park

White Waltham

Maidenhead

Berkshire

SL6 3LW

REGISTERED NUMBER:

03787259 (England and Wales)

SENIOR STATUTORY AUDITOR:

Steven John Collings FCCA

AUDITORS:

Leavitt Walmsley Associates Limited

Chartered Certified Accountants and

Statutory Auditors

8 Eastway

Sale

Cheshire

M33 4DX

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The principal activity of the group during the year continued to be that of a specialist developer of a market leading vertical market ERP business software package for equipment hire and rental companies. Our software 'MCS-rm' is sold worldwide including USA and Canada. MCS markets and sells the software package on a subscription basis through its branches, subsidiaries and partners. MCS provides associated consultancy, hosting, implementation and training services to ensure that the software is effective for our customers.

The financial year has again shown a healthy trading profit before taxation amounting to £1,847,310 (2023: £1,527,092). MCS has also achieved growth in recurring revenue and has further developed its range of products offered to its customer base.

The company has benefited from strategic planning and has continued to push forward on its web and mobile product focus, utilising the latest cloud and development technologies in order to improve its product offering to its customers. The use of its mobile apps has significantly increased in this period, generating good revenues and helping its customers to streamline and modernise.

Also, the internal systems team have been busy improving the internal business systems and Knowledge Base to streamline business operations and improve knowledge transfer. The use of AI began in 2024 aimed at improving access to knowledge inside the company's knowledgebase system which has already shown the future benefits that will be possible across the business.

During this financial year, the company experienced healthy growth in revenue when compared to the previous financial years. As a consequence of this, the company has also seen continuing growth in its recurring revenues which reached just over £7m (2023: £5m) for the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks affecting the business are set out below. Risks are formally reviewed by the Board and appropriate processes put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the group.

Cyber attack

The group provides a significant number of its customers with hosting services for our software. As such, managing our own servers and software exposes the group to various security risks, including hacking attempts, malware issues and data breaches. To mitigate these risks we have introduced MFA for all remote, privileged, administrator and supplier access to our computer system. We also undertake annual penetration testing of our systems and ensure employees undergo training which covers, as a minimum, data privacy, phishing and IT security, at least annually, to increase their knowledge and awareness.

Competition

The group operates in a competitive market particularly with rapid technological development. We continue to invest significant in research and development with our core products and will continue to increase these investments to include performance enhancements, bug fixes and integration of new technologies to the market.

Employees

The group's performance depends largely on our staff. The loss of key individuals and the ability to recruit people with the right experience and skills cold adversely impact the group's results. To mitigate these issues, the group provides comprehensive training and learning programmes for all employees alongside competitive remuneration packages designed to retain key individuals.

Foreign exchange risk

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The group has established an in-house treasury function and uses multiple foreign currency bank accounts to reduce its exposure to foreign currency risk.

Liquidity risk

The group is subject to potential liquidity risk due to adverse changes in interest rates and economic factors. The group minimises this risk by ensuring significant cash balances are available.

KEY PERFORMANCE INDICATORS

The main key performance indicators were as follows:

2024

2023

£

£

Revenue

10,015,111

8,573,135

Net profit margin

18.4%

17.8%

Net profit before tax

1,847,310

1,527,092

Net profit after tax

1,387,461

1,219,727

The key performance indicators are monitored by the Board to ensure that they are progressing as planned in a timely manner. At this stage the Board is confident that these targets are being met.

ON BEHALF OF THE BOARD:

Mr R S Van Der Knaap - Director

22 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £382,307 (2023: £230,000).

FUTURE DEVELOPMENTS

The group continues to promote its services across the globe and break into additional markets. The group will continue to maintain its competitive advantage to ensure continued growth over the coming years. It is expected that the 2025 financial year will yield similar results to the 2024 year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr B Francis

Mr N Thomson

Mr R S Van Der Knaap

Mr G Van Der Knaap

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The group has put in place qualifying third party indemnity provisions for all of the directors of MCS Solutions Ltd against claims which may be brought against them and has put in place a directors' and officers' insurance policy.

FINANCIAL INSTRUMENTS

The group uses financial instruments. These include intra-group loans, cash and various items such as trade debtors and creditors that arise directly from its operations.

The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail as follows:

Liquidity risk

The group seeks to manage financial risk in respect of financial instruments by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash safely and profitably.

Interest rate risk

The group finances its operations primarily through retained profits. There is minimal interest rate risk s in place as at 31 December 2024 and hence interest rate risk is not deemed to be a significant concern.

Credit risk

The group's principal financial assets are cash deposits, cash, amounts recoverable on contracts and trade debtors. The credit risk associated with cash is linked to the impact of providing credit to customers. The directors manage this risk through a detailed customer approval and acceptance process.

GOING CONCERN

At 31 December 2024, the group had cash of £3.1m (2023: £2.4m) and also had a strong forward order book.

The uncertainty as to the future impact on the group of external factors has been considered as part of the group's adoption of the going concern basis. The board has completed an assessment as to the potential impact of the group in the event of certain downside scenarios, including a significant deterioration in revenues and productivity. A key component of this exercise is to highlight future discretionary expenditure on projects that could be avoided or deferred in order to protect the group's cash balances.

The financial statements have been prepared on the going concern basis of accounting which the directors believe is appropriate for the following reasons:

The group currently meets its day-to-day working capital requirements primarily through cash balances. The directors have prepared and reviewed cash flow forecasts up to 31 December 2025, which they consider to be achievable given the current levels of trading. The directors are confident that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Leavitt Walmsley Associates Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr R S Van Der Knaap - Director

22 October 2025

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of MCS Solutions Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on page six, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In relation to fraud, the objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

It is the primarily responsibility of management, with the oversight of those charged with governance, to ensure that the group's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory frameworks;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; and

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures, we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, Companies Act 2006 and tax legislation. We performed audit procedures to detect non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety. We performed audit procedures to inquire of management and those charged with governance whether the group and company is in compliance with these laws and regulations and reviewing any notices published by the Health and Safety Executive. We also made inquiries with those charged with governance to identify any live and material claims or disputes with third parties.

The group audit engagement team identified the risk of management override of controls, revenue recognition and estimates made in revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included, but were not limited to:

- Testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, assessing whether the judgements made in making accounting estimates are indicative of potential bias.

- We tested a sample of revenue transactions recognised either side of the balance sheet date to determine whether revenue was recorded in the correct period.

- Challenging judgements and estimates applied in the valuation of amounts recoverable on contracts by discussing contract performance with the directors, reviewing post-year-end performance of projects and comparing the outturn of projects with estimates made in the prior year.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Steven John Collings FCCA (Senior Statutory Auditor)

for and on behalf of Leavitt Walmsley Associates Limited

Chartered Certified Accountants and

Statutory Auditors

8 Eastway

Sale

Cheshire

M33 4DX

22 October 2025

TURNOVER

Group and share of associates

10,569,510

8,661,010

Less:

Share of associates' turnover

(554,399

)

(87,875

)

GROUP TURNOVER

3

10,015,111

8,573,135

Cost of sales

478,087

542,869

GROSS PROFIT

9,537,024

8,030,266

Administrative expenses

7,942,571

6,633,853

1,594,453

1,396,413

Other operating income

11,027

-

GROUP OPERATING PROFIT

5

1,605,480

1,396,413

Share of operating profit/(loss) in

Associates

121,523

(5,912

)

Income from fixed asset investments

-

2,427

Interest receivable and similar income

121,254

115,216

121,254

117,643

1,848,257

1,508,144

Gain/loss on revaluation of investments

(589

)

18,948

1,847,668

1,527,092

Interest payable and similar expenses

7

358

-

PROFIT BEFORE TAXATION

1,847,310

1,527,092

Tax on profit

8

459,849

307,365

PROFIT FOR THE FINANCIAL YEAR

1,387,461

1,219,727

Profit attributable to:

Owners of the parent

1,432,011

1,175,938

Non-controlling interests

(44,550

)

43,789

1,387,461

1,219,727

PROFIT FOR THE YEAR

1,387,461

1,219,727

OTHER COMPREHENSIVE INCOME

Acquisition of non-controlling interest

(1,138,703

)

-

Unrealised loss on exchange

-

(11,322

)

NCI adjustment: South Africa dissolution

(1,119

)

-

Correction to non-controlling interest

-

81,976

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,139,822

)

70,654

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

247,639

1,290,381

Total comprehensive income attributable to:

Owners of the parent

291,070

1,295,843

Non-controlling interests

(43,431

)

(5,462

)

247,639

1,290,381

FIXED ASSETS

Intangible assets

12

25,542

60,436

Tangible assets

13

293,016

485,786

Investments

14

Interest in associate

518,927

-

Other investments

82,100

82,100

919,585

628,322

CURRENT ASSETS

Debtors

15

2,493,473

1,487,094

Investments

16

544,640

2,016,572

Cash at bank

3,079,562

2,421,964

6,117,675

5,925,630

CREDITORS

Amounts falling due within one year

17

2,883,085

2,096,372

NET CURRENT ASSETS

3,234,590

3,829,258

TOTAL ASSETS LESS CURRENT LIABILITIES

4,154,175

4,457,580

PROVISIONS FOR LIABILITIES

18

52,576

94,685

NET ASSETS

4,101,599

4,362,895

CAPITAL AND RESERVES

Called up share capital

19

24,000

24,000

Share premium

20

367,572

367,572

Fair value reserve

20

(37,320

)

(36,731

)

Capital redemption reserve

20

7,187

7,187

Retained earnings

20

3,821,601

3,911,130

SHAREHOLDERS' FUNDS

4,183,040

4,273,158

NON-CONTROLLING INTERESTS

21

(81,441

)

89,737

TOTAL EQUITY

4,101,599

4,362,895

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2025 and were signed on its behalf by:

Mr R S Van Der Knaap - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

2,125,798

1,650,509

2,125,798

1,650,509

CURRENT ASSETS

Debtors

15

362,435

39,614

Investments

16

544,640

2,016,572

Cash at bank

2,070,599

818,291

2,977,674

2,874,477

CREDITORS

Amounts falling due within one year

17

4,034,373

3,562,466

NET CURRENT LIABILITIES

(1,056,699

)

(687,989

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,069,099

962,520

CAPITAL AND RESERVES

Called up share capital

19

24,000

24,000

Share premium

20

367,572

367,572

Fair value reserve

20

(37,320

)

(36,731

)

Capital redemption reserve

20

7,187

7,187

Retained earnings

20

707,660

600,492

SHAREHOLDERS' FUNDS

1,069,099

962,520

Company's profit for the financial year

485,092

93,519

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2025 and were signed on its behalf by:

Mr R S Van Der Knaap - Director

Called up

Fair

share

Retained

Share

value

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 January 2023

49,000

2,907,574

367,572

(49,767

)

As restated

49,000

2,907,574

367,572

(49,767

)

Changes in equity

Issue of share capital

(25,000

)

-

-

-

Dividends

-

(230,000

)

-

-

Total comprehensive income

-

1,233,556

-

13,036

Balance at 31 December 2023

24,000

3,911,130

367,572

(36,731

)

Changes in equity

Dividends

-

(382,307

)

-

-

Total comprehensive income

-

292,778

-

(589

)

24,000

3,821,601

367,572

(37,320

)

Acquisition of non-controlling interest

-

-

-

-

Balance at 31 December 2024

24,000

3,821,601

367,572

(37,320

)

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

7,187

3,281,566

127,924

3,409,490

Prior year adjustment

-

-

(32,725

)

(32,725

)

As restated

7,187

3,281,566

95,199

3,376,765

Changes in equity

Issue of share capital

-

(25,000

)

-

(25,000

)

Dividends

-

(230,000

)

-

(230,000

)

Total comprehensive income

-

1,246,592

(5,462

)

1,241,130

Balance at 31 December 2023

7,187

4,273,158

89,737

4,362,895

Changes in equity

Dividends

-

(382,307

)

-

(382,307

)

Total comprehensive income

-

292,189

(43,431

)

248,758

7,187

4,183,040

46,306

4,229,346

Acquisition of non-controlling interest

-

-

(127,747

)

(127,747

)

Balance at 31 December 2024

7,187

4,183,040

(81,441

)

4,101,599

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

24,000

1,037,745

367,572

Prior year adjustment

-

(287,736

)

-

As restated

24,000

750,009

367,572

Changes in equity

Dividends

-

(230,000

)

-

Total comprehensive income

-

80,483

-

Balance at 31 December 2023

24,000

600,492

367,572

Changes in equity

Dividends

-

(378,513

)

-

Total comprehensive income

-

485,681

-

Balance at 31 December 2024

24,000

707,660

367,572

Fair

Capital

value

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 January 2023

(49,767

)

7,187

1,386,737

Prior year adjustment

-

-

(287,736

)

As restated

(49,767

)

7,187

1,099,001

Changes in equity

Dividends

-

-

(230,000

)

Total comprehensive income

13,036

-

93,519

Balance at 31 December 2023

(36,731

)

7,187

962,520

Changes in equity

Dividends

-

-

(378,513

)

Total comprehensive income

(589

)

-

485,092

Balance at 31 December 2024

(37,320

)

7,187

1,069,099