The directors present their annual report and financial statements for the year ended 31 March 2025.

The Company’s core activity is the delivery of enterprise data solutions, with a specialist focus on data architecture, data engineering, and data solutions testing. Our services enable organisations to take control of their data assets, delivering rapid, measurable value without compromise.

We operate through three distinct service lines, Bespoke, Partnership, and Seriös ONE, each designed to provide clients with tailored, high-impact solutions to meet their evolving data needs.

Our vision is clear, to be a global leader in empowering businesses with innovative, high-quality data solutions that unlock the full potential of their data.

Since incorporation, Seriös Group has consistently achieved organic revenue growth year-on-year. In the most recent financial year, the Company delivered revenue of £3.6m, gross profit of £1.9m, and operating profit of approximately £0.4m. Turnover increased by 10% year-on-year, while gross margin improved, reflecting a shift in revenue mix towards higher-margin Partnership engagements and the launch of Seriös ONE.

Revenue composition for FY25 was as follows:

• 61% from Bespoke project-based delivery

• 35% from Partnership engagements (recurring, billed annually in advance)

• 4% from Seriös ONE, launched in February 2025

The Company has strategically invested in its leadership structure, establishing an executive board and expanding key management roles to drive sustainable growth. Importantly, Seriös Group has generated a positive operating profit since inception, underlining its proven ability to combine profitability with strong cash generation.

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

The Company invested £743,477 in development during the year (2023/24: £508,203), which is expected to qualify for R&D tax credits. These investments were directed primarily towards the continued development of Seriös ONE.

Seriös ONE is designed to empower clients to build, scale, and optimise robust data platform solutions across any cloud environment. By integrating streamlined data processing and advanced AI capabilities, the platform accelerates time-to-insight, promotes innovation and enhances operational efficiency. Crucially, Seriös ONE provides the data foundations required to maximise the benefits of our clients’ AI strategies, enabling them to unlock long-term value from their data.

The Company is forecasting continued, sustainable growth in revenue, gross profit, and adjusted EBITDA over the next five years. This trajectory will be underpinned by:

• Ongoing investment in headcount, particularly within the Seriös ONE development team

• Improved gross profit margins, driven by operational efficiencies as Seriös ONE matures and the business increasingly benefits from economies of scale

• A revenue mix shift towards recurring revenue/ARR models, via both Seriös ONE and Partnership engagements

The most significant area of investment across the forecast period will be in Seriös ONE development. This strategic expansion will accelerate product evolution, positioning Seriös Group as a market leader in scalable, AI-ready data platforms. Operating profit is expected to grow substantially in line with this transition, reflecting both margin improvement and a stronger recurring revenue base.

The company is committed to equal opportunities in employment and creating a workplace where everyone is treated with fairness, dignity and respect. It is our policy to ensure that all employees are treated no less favourably on the grounds of disability and are not subject to unlawful discrimination. This policy applies to all aspects of employment including recruitment and selection processes, opportunities for training, development and promotion, and terms and conditions of employment. Through its policies, the company ensures that entry into, and progression within, the company is based solely on personal ability and competence to meet set job criteria. The company ensures that all our employment policies, practices and procedures are accessible for disabled people, providing reasonable adjustment where appropriate.

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.

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

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Serios Group Limited for the year ended 31 March 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Serios Group Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Serios Group Limited and state those matters that we have agreed to state to the board of directors of Serios Group Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Serios Group Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Serios Group Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Serios Group Limited. You consider that Serios Group Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Serios Group Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

For the financial year ended 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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.

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

Serios Group Limited (registered number:12456390) is a private company limited by shares incorporated in England and Wales. The registered office is Studios 2 & 6, The Old Forge, Hoults Yard, Walker Road, Newcastle upon Tyne, NE6 2HL.

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

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

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.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

The 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 net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The directors have assessed the likelihood of taxable profits arising over the next three years and concluded it is not probable and as a result, we have not made a provision for deferred tax on capitalised R&D software development costs.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Invoice discounting facility

The company operates a confidential invoice discounting facility whereby certain trade receivables are assigned to a third-party finance provider as security for amounts drawn under the facility.

As the company retains substantially all of the risks and rewards of ownership of the receivables, including credit risk, the related trade receivables remain recognised within debtors. Amounts advanced by the finance provider are recognised as a financial liability within other creditors.

Interest and charges payable on the facility are recognised in profit or loss as administrative and finance costs on an accrual basis.

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 company operates a confidential invoice discounting facility with Ultimate Finance. Under the terms of the arrangement, trade receivables are assigned to the lender as security. As the company retains all of the risks and rewards of ownership, the related trade debtors, and the facility is presented within borrowings (note 7). At the year end, trade debtors of £333,975 (2024: £nil) were assigned to the lender.

At the reporting date the company's bank loans were unsecured.

At 31 March 2025, included in other creditors is £34,356 (2024: £nil) an amount drawn under the Ultimate confidential invoice discounting facility (note 6).

At the reporting date the company's bank loans were unsecured.

At 31 March 2025 L Rorison owed the company £26,182 (31 March 2024: £nil). The balance is interest free and fully repaid in October 2025

The Board has reviewed the deferred tax position for the year ended 31 March 2025. The major component of deferred tax at the balance sheet date relates to capitalised development costs, where tax relief has already been claimed under R&D provisions, giving rise to a taxable temporary difference. Although timing differences exist between accounting values and tax values of certain assets, the Board expects these differences to reverse only during periods in which taxable profits will be fully relieved by the company’s substantial brought-forward tax losses, future R&D enhanced deductions and other available tax attributes.

As a result, the reversal of these timing differences will not result in additional corporation tax becoming payable in the current or in future periods.

In accordance with FRS 102 Section 29 and the recognition exemptions available to small entities under FRS 102 Section 1A, the Board has concluded that deferred tax liabilities of £408,535 (2024: £228,067) in respect of taxable temporary differences arising on capitalised development costs for which full R&D tax relief has been claimed in the current year and deferred tax assets of £52,233 (2024: £1,390) should not be recognised.

This conclusion is supported by:

• Tax forecasts showing nil or insignificant taxable profits over the next three years

• Continued R&D qualifying expenditure expected to generate further enhanced deductions

• Sufficient carried-forward tax losses

During the year, the Company identified that professional fees of £30,300 relating to Research & Development (R&D) tax credit claims for prior periods had not been recognised in the appropriate accounting period. These costs relate specifically to professional services undertaken in respect of historical R&D claims and therefore should have been recorded in those periods in accordance with applicable accounting standards.

As a result, the Company has processed a prior year adjustment to reflect the correct allocation of these expenses. The adjustment has been applied retrospectively, and the comparative figures have been restated to incorporate the recognition of the £30,300 professional fees in the period to which they relate.