The directors present the strategic report for the period ended 31 March 2025.
This statement by the Board of Directors describes how they have approached the responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial period ending 31 March 2025.
The directors set strategic objectives covering the current and following four financial years and maintain a financial plan that reflects how the QBS Technology Group (the 'group'), of which the company is a subsidiary company, intends to achieve these objectives. This plan is kept under continuous review, with multi-year financial projections updated at least annually and to incorporate the group’s acquisitions when required. All key business decisions are taken with reference to this strategic and financial plan.
S172 covers how a director of a company must act in the way most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to other stakeholders, society, the environment and good governance. Informally we refer to this as our 5P approach – Partner, Publisher, People, Planet and Prosperity which is used when making business decisions.
To support this, we continue to consider the needs of all our stakeholders and how the company will address these, relevant to the good running of the company with the intended outcome that the company will thrive in a responsible way and not at the expense of any one of our stakeholders, society or the environment. Beyond being a responsible company, we believe that this will make our company more resilient, protect our social licence to operate, and proactively help us to manage any emerging risks to the company.
The company has no physical infrastructure. Our key asset is our human capital. Accordingly, we seek to promote the best interests of our employees through:
Offering an industry leading Employee Value Proposition driven by the desires and needs of our valued employees;
Maintaining and applying detailed staff policies and procedures that reflect all relevant legal requirements and best practice appropriate to a company of our size and structure;
Communicating with staff in a structured way about performance, suggestions and welfare issues;
Operating an equal opportunities employment and career advancement policy;
Promoting opportunities for professional development and career progression opportunities; and
Close monitoring by the senior leadership team on the following matters:
Diversity, equality and inclusion throughout our business including in relation to representation in senior management and pay comparability;
Health and safety issues;
Welfare issues;
Staff grievances and complaints; and
Staff turnover and feedback from exit interviews.
This approach has been validated externally through the group headed by the company’s subsidiary QBS Technology Group being recognised as a high scoring B Corporation and an Investors in People ("IIP") Gold company.
The group’s principal suppliers are enterprise software publishers. Our relationships with key publishers are structured formally and are typically documented in detailed contracts. Specific personnel are allocated to the maintenance and development of these publisher relationships and the group has a detailed, formal policy on the content of publisher contracts and for the commercial terms of trading with publishers that is intended to ensure the trading terms are balanced and fair to both parties.
The group’s trading with customers is also managed on the basis that specific personnel are allocated to the maintenance and development of key relationships. Most customer trading is undertaken on our standard terms and conditions with some exceptions for bespoke contracts and customer’s standard terms and conditions. In all cases we again operate a formal policy with regard to acceptable and fair commercial and legal terms of trading.
In all business relationships – publishers, partners, customers and others – we deal with parties who operate to our minimum standards of fairness, transparency and financial probity. In our international business we are careful in our expansion into frontier markets and ensure that risk is consistently monitored and appropriately managed across the group. We have detailed policies precisely articulating how these risks are managed. This includes market, legal, reputational, data management, IT security and credit risk. We have in-house professional resource who are legally and professionally qualified and highly experienced in all of these areas. Where necessary, we supplement this with the highest quality of external professional advice to ensure we have the necessary knowledge in all the countries we operate in. We have detailed, formal policies covering, amongst other things, data protection, IT security, anticorruption, ESG credibility, sanctions compliance, equal opportunities, modern slavery, anti-money laundering, publisher and customer take-on and approval of contracts.
The group trades almost exclusively by means of electronic software delivery and is exclusively a business-to business supplier. We do not consume significant amounts of energy or generate significant amounts of waste. Accordingly, we have little visible presence or impact in the communities where we are based, and our business is not one that has major environmental impacts. The board is committed to ESG being an integral part of the group’s business model and it being intertwined with the group’s strategy. The group has continued a hybrid working model for staff and save in relation to some very limited legacy situations from acquisitions, we do not offer company cars to any of our directors or personnel. We strongly encourage the use of mass public transport for business travel rather than private car or taxi.
The group’s key publishers and customers are typically listed companies or institutionally owned private companies. Accordingly, they operate to very high corporate governance and transparency standards and require that their key trading partners do so too. Our policies and procedures are maintained and developed to meet and exceed these requirements. The group continues to invest in our senior leadership team’s knowledge of corporate governance issues and best practice.
The company has a single shareholder and therefore the requirement to s172(f) of the Companies Act 2006 currently has no application to us.
SC16 Limited (“the company”) is the holding company for QBS Technology Group Limited and its subsidiaries (“QBS” or “the group”) that operate a software delivery platform trading globally from a number of locations. The company operates as an intermediate subsidiary within the Stevinson Limited group.
The group is a leading delivery and procurement partner in both Europe and META for emerging enterprise business software publishers. Our strategic focus continues to be built around the premise of making it easy for our resellers to deliver the widest range of emerging software through a single platform, in a unified manner to large enterprise customers. Core to this is our focus on investing in our people, ongoing process definition & automation, plus continued development in our user-friendly integrated technology platform.
The company operates principally as a vehicle to facilitate the management of certain group costs and long term group debt facilities.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of SC16 Limited (the 'company') for the period ended 31 March 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period 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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:
1. the nature of the industry and sector, control environment and business performance;
2. any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
a. identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
b. detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
3. the internal controls established to mitigate risks of fraud on non-compliance with laws and regulations; and
4. the matters discussed among the audit engagement team and involving relevant internal specialists, including tax, and industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified within the financial statements as key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, including review of correspondence with legal advisors and enquiries of management in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the Director that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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 an auditor's 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.
The income statement has been prepared on the basis that all operations are continuing operations.
SC16 Limited is a private company limited by shares incorporated in England and Wales. The registered office is Queen's Court, Wilmslow Road, Alderley Edge, SK9 7RR. The company's principal activities and nature of its operations are disclosed in the directors' report.
The company was incorporated on 23 April 2024 and these accounts have been prepared for the period from incorporation to 31 March 2025. This is the first period and therefore there are no comparative amounts or related notes.
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 £'000.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment and intangible assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date, and;
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Stevinson Limited.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
SC16 Limited is a wholly owned subsidiary of Stevinson Limited and the results of SC16 Limited are included in the consolidated financial statements of Stevinson Limited which are available to the public and can be obtained as set out in note 20.
Interests in subsidiaries 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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There were no critical judgements or key sources of estimation uncertainty for the company in the current period.
The average monthly number of persons (including directors) employed by the company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.
The charge for the period can be reconciled to the loss per the income statement as follows:
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
1 Queen's Court, Wilmslow Road, Alderley Edge, SK9 7RR, United Kingdom
2 51 Rue Hoche, 94200 Ivry-sur-Seine, France
3 Statybininku g. 5-43, LT - 31137, Visaginas, Lithuania
4 74 Fernwood, Glyntown, Glanmire, Cork, Ireland
5 Grünwalder Weg 13A, 82008 Unterhaching, Germany
6 Harbiye Mah, Bostan Sok. No. 15 Iç Kapi No:5, Şişli, Istanbul, Turkiye
7 Gazeteciler Mah, Hikaye Sok. No.7 D.7 Esentepe, Şişli, Istanbul, Turkiye
8 1 Eastgate Lane, Bedfordview, Johannesburg, South Africa
9 Monte Circle Office Park, Montecasino Boulevard, Sandton, Gauteng, 2191, South Africa
10 79 Studio Office Park, 5 Concourse Crescent, Lonehill 2191, South Africa
11 1134 Budapest, Váci út 33, Hungary
12 Kocatepe Mah. Cumhuritey Cad. No:25/6 Beyoglu, Istanbul, Turkiye
13 Barthstraße 18, D-80339 Munich, Germany
(1) Owned directly by QBS Technology Group Limited.
(2) Owned directly by QBS Bilgi Teknolojileri ve Ticaret Limited Sirketi.
(3) Owned directly by QBS Technology Group Africa EXP 2 Pty Ltd.
(4) Owned directly by Infonet Bilgi Teknolojileri Ticaret Anonim Sirketi.
(5) Owned directly by QBS Software GmbH.
(6) Owned directly by QBS Technology Group Africa Pty Ltd.
(7) Owned directly by QBS Technology Group Africa EXP 1 Pty Ltd.
(8) Owned directly by Maxtec Peripherals (Pty) Ltd.
In addition to the above:
Maxtec Convergence (Pty) Ltd holds 100% of the Ordinary shares of Maxtec Cyber Solutions Ltd, Maxtec Peripherals (Pty) Ltd, Solve (Pty) Ltd and Tecwallet (Pty) Ltd. The registered office of Maxtec Cyber Solutions Ltd is Kalamu House, Grevillea Grove, Westlands, PO Box 47323, 00100, Nairobi, Kenya and the registered office of the remaining companies is Monte Circle Office Park, Montecasino Boulevard, Sandton, Gauteng, 2191, South Africa. The principal activity of Maxtec Cyber Solutions Ltd and Maxtec Peripherals (Pty) Ltd is software delivery, procurement and professional services. The principal activity of Solve (Pty) Ltd and Tecwallet (Pty) Ltd is professional services.
Prianto GmbH holds 100% of the Ordinary shares of Prianto GmbH (Switzerland), Prianto BV, Prianto Polska Sp.z.o.o, Prianto Ltd, Prianto France SAS, Prianto South Africa, Prianto Turkey Dagitim A.S., Prianto Services GmbH, Prianto PPM GmbH, Prianto Hungary Kft. and Prianto Austria GmbH. The registered office addresses of these companies are:
Prianto GmbH (Switzerland) - Fabrikstrasse 5 6330 Cham, Switzerland;
Prianto BV - Vasteland 78, 3011BN Rotterdam, The Netherlands;
Prianto Polska Sp.z.o.o - Trzcinowa, 02-446 Warszawa, Poland;
Prianto Ltd - Queen's Court, Wilmslow Road, Alderley Edge, England, SK9 7RR;
Prianto France SAS - 37-39 Avenue Ledru Rollin, Cedex 12, 75570 Paris, France;
Prianto South Africa - 26 Ridgecroft Drive, Durban 4068 (Phoenix), South Africa;
Prianto Turkey Dagitim A.S. - Istanbul VM Fatih Sultan Mehmet Balkan Cad, No:62/A 34771 Istanbul, Turkiye;
Prianto Services GmbH - Barthstraße 18, D-80339 Munich, Germany;
Prianto PPM GmbH - Barthstraße 18, D-80339 Munich, Germany;
Prianto Hungary Kft. - 1223 Budapest, Nagytetenyi ut 180-196, Hungary; and
Prianto Austria GmbH - Kranichberggasse 6, 1120 Vienna, Austria.
The principal activity of these companies is software delivery and procurement.
Amounts owed by subsidiary undertakings are repayable on demand and are interest free.
Amounts payable under the company’s bank loans with HSBC are secured by way of fixed and floating charges covering all property and undertakings of group companies who have entered into an accession deed which is between SC16 Limited, QBS Technology Group Limited, QBS Software Limited, QBS Software GmbH, QBS Software SAS, QBS Bilgi Teknolojileri Ve Ticaret Limited Sirketi, Prianto GmbH and Prianto Limited. The Facility B loan for £8,000k bears interest at SONIA + 4.5% with repayment due in full on 2 May 2030. The Facility C loan for €17,804k (£14,943k) bears interest at the euro interbank offered rate + 4.5% with repayment due in full on 2 May 2030.
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
Amount owed to parent undertaking is repayable on demand and is interest free.
There were outstanding contributions of £21k at the reporting date.
On incorporation 1 Ordinary share of 1p was allotted at par value for cash consideration. On 1 May 2024 a further 49,890,309 Ordinary shares of 1p were allotted at a premium of 99p per share in exchange for the entire share capital of QBS Technology Group Limited.
As permitted by FRS 101, the company has taken advantage of the exemption not to disclose transactions with the parent or wholly owned members of the group.