The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the business is providing IT services to business customers across the UK. These services incorporate software subscriptions, IT support, managed networks, security and ultra-fast connectivity to enable agile work practices irrespective of physical location.

On 3 July 2025, the company was acquired in full by Vorboss Limited (Vorboss) for their expansion into managed IT services. By integrating the Optimity group’s managed services expertise with its own market-leading fibre network, Vorboss can now deliver comprehensive, end-to-end solutions to meet the growing demand from UK businesses.

The focus on completing the sale of the company during 2024 and a drop on non-recurring revenues has seen a fall in both total and recurring revenues. Despite this, the business has managed to maintain positive EBITDA levels and following the acquisition by Vorboss and the successful acquisition of PremierEdge Solutions Limited in October 2024 the business is well positioned for further growth in its core IT services markets, as businesses seek to update their systems and workforce software, including for the continuing world of hybrid and remote working.

The directors and management team regularly review a range of key performance measures to manage and improve the business. At the strategic level, the key measures of business performance for the years to 31 December 2024 and December 2023 are:

Financial KPI's:

2024         2023

    £m         £m

Total revenue                 10.4         11.8

Recurring revenue             9.3         10.2

Adjusted EBITDA                 0.73         1.2

Non-financial KPI's:

     2024         2023

Number of customers at 31 December     709         649

Average number of employees         88         89

The progress made by the business in 2024 could not have been achieved without the continued support and dedication of our workforce. In addition, the team has risen to the challenge of managing the new customer base acquired through our recent acquisitions and to implementing a wider range of products and services. The Board recognise this and extend its thanks to the team.

The business benefits from a significant element of longevity and protection by having a high percentage of revenues that are under contract with termination dates between 1 and 3 years in the future. Nonetheless, there are a number of uncertainties in our market. These include; a) the loss of customers over time as contracts expire and customers are acquired, move or choose alternative suppliers; b) changes in working practices which requires us to constantly review our product and services offering; and c) our reliance on a significant number of key personnel within the business. To address these risks, the directors are constantly looking to introduce upgraded products and services under new contractual terms as well as constantly to reinforce the quality and depth of our talent by targeted new hires.

The group does not undertake speculative research and development but is always looking for new and unique ways to address clients’ software, IT service and connectivity issues. As such, it will look to access different equipment and technologies.

The group may at times consider the use of financial instruments to limit exposure to either interest rates or foreign exchange risk. Currently, the group does not make use of such financial instruments and almost all transactions expressed in sterling. The directors will monitor the situation and may use such instruments to address any exposure.

By order of the board

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

The principal activity of the group is providing IT services to business customers across the UK. These services incorporate software subscriptions, IT support, managed networks, security and ultra-fast connectivity to enable agile work practices irrespective of physical location.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Information relating to events since the end of the year is given in the notes to the financial statements.

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 group and company, 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and 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 auditor of the company 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 auditor of the company is aware of that information.

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

We have audited the financial statements of Optimity Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 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 the parent company's affairs as at 31 December 2024 and of the group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 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 year 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.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

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.

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Optimity Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 10 Exchange Square, London, United Kingdom, EC2A 2BR.

The group consists of Optimity Holdings Limited and all of its subsidiaries.

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.

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 is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Optimity Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Based on recent trading and revised projections of the company and group the directors have assessed the company's ability to meet its liabilities as they fall due. Following the acquisition of the company by Vorboss Limited as per the events after the reporting date note to these financial statements, all company bank debt was repaid in full.

Furthermore Fern Trading Limited, a parent company as at the date of approval for these financial statements, will continue to support the operations of the company and group for a period of at least 12 months from the date on which the financial statements are approved. The directors will continue to monitor the situation and take any necessary actions. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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 the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Recurring services

Revenue on recurring services are recognised according to the period covered, on a straight line basis.

The portion of income that has been invoiced and relates to periods after the year end is included in deferred income, with the portion of income that relates to periods before the year end and is yet to be invoiced recognised in accrued income.

Non-recurring services

Non-recurring revenue is recognised once the performance obligations of the contract have been satisfied, this is typically upon transfer of risks and rewards of ownership of goods or following the go-live date of services being provided.

Revenue from installations where title passes to the client are recognised at the point equipment is handed over to the client. Revenue from installations where title is retained by the group, are spread over the life of the contract on a straight line basis.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

Costs associated with the development of internally generated intangible assets are recognised once:

• The technical feasibility of completing the asset for use or sale has been confirmed;

• There is intention and ability to use or sell the asset;

• Future economic benefits are probable;

• There is certainty regarding the ability to complete the development for use or sale; and

• The costs attributable to the development of the asset can be reliably measured.

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:

Development activities involve design for, construction or testing of the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads and capitalised borrowing costs. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

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

Depreciation 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:

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 recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

The company has issued A, B & C preferred ordinary shares that carried a 10% preferred cumulative dividend up to 31 March 2019 and 4% preferred cumulative dividend subsequently. Declaration of such dividends are at the discretion of the board and are therefore only recorded through profit and loss and as a liability (if not paid) if declared by the board. Therefore, these have been classed as equity. If such dividends had been declared for the year to 31 December 2024, there would have been an additional liability of £4,001,043 (2023: £3,710,782).

In addition, the company issued H1, I1 and J1 ordinary shares in November 2020, which carry preferred cumulative dividend rates of 25%, 4% and 4% respectively. If dividends for these shares had been declared for the year to 31 December 2024, there would have been an additional liability of £1,213,251 (2023: £916,391).

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 group’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 if, and only if, there is 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Non-trading items

Non-trading items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the group.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

In the application of the group’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The annual depreciation charge for tangible assets is sensitive to changes in the estimates useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

No impairment or revisions to useful lives have been noted for the current or prior year.

The annual amortisation charge for intangible assets is sensitive to changes in relation to the value of works performed on software and the network as these assets relate to capitalised staff costs. The useful economic life is assessed annually and is amended as necessary based on the value of the work the intangible assets relate to.

No impairment or revisions to useful lives have been noted for the current or prior year.

The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. It is amended when necessary to reflect current estimated useful life based on future expected income.

The directors have made key assumptions regarding the useful life of goodwill and have determined that it has a useful life of 10 years.

Staff time is incurred in implementing projects and systems. This is then capitalised as the income this will generate is spread over the life of the contract. The amount of staff cost capitalised is based upon estimate of time incurred in these areas of work based on job title/areas. This is a subjective area due to estimates of time, as well as the nature of internally generated intangible assets.

During the period, certain assets historically classified as tangible fixed assets have been reclassified as intangible fixed assets. There has been no change in the assessed useful life as a result of this reclassification.

Non trading items incurred in the year included corporate costs and costs in relation to the structure and restructuring of the group of £321,519 (2023: £160,338), employee related expenditure, including redundancy of £103,731 (2023: £261,848) and other items of £31,545 (2023: £4,775 - gain).

The average monthly number of persons employed by the group and company during the year was:

Their aggregate remuneration comprised:

In addition to the above, further director remuneration and severance payments of £64,485 (2023: £59,000) is included within non-trading items.

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

A rate of 25% (2023: 25%) was used for purposes of considering the effects of deferred taxation in the current period, in line with the main rate of UK Corporation Tax effective from 1 April 2023.

All assets of the group are secured by fixed and floating charges relating to the group bank loan facility. The associated group bank loan has since been repaid in full.

All assets of the group are secured by fixed and floating charges relating to the group bank loan facility. The associated group bank loan has since been repaid in full.

All assets of the group are secured by fixed and floating charges relating to the group bank loan facility. The associated group bank loan has since been repaid in full.

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

Registered office addresses (all UK unless otherwise indicated):

On 3 October 2024, Optimity Limited acquired 100% of the share capital of Premieredge Solutions Limited.

All assets of the group are secured by fixed and floating charges relating to the group bank loan facility. The associated group bank loan has since been repaid in full.

All assets of the group are secured by fixed and floating charges relating to the group bank loan facility. The associated group bank loan has since been repaid in full.

Amounts owed by group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

Amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

Group and company

Bank loans includes an amount of £222,222 (2023: £444,445) in relation to the CBILS scheme. Interest is due at a rate of 5% over Bank of England base rate. The loan is repayable over 54 monthly instalments, commencing May 2021.

Bank loans includes a term loan of £Nil (2023: £1,305,000). Interest is due at a rate of 7.5% over the SONIA rate.

Bank loans includes additional bank financing of £2,734,750 (2023: £1,066,440). Interest is due at a rate of 7.5% over Bank of England base rate. The loan is repayable via 20 quarterly instalments of £66,650, commencing February 2023. Deferred arrangement fees of £209,061 (2023: £33,981) are also included within amounts due in less than one year, with amounts due in more than one year of £Nil (2023: £126,728).

All bank loans recognised are stated net of prepaid bank charges of £15,864 (2023: £40,670)

Amounts recognised as bank overdrafts includes amounts in relation to a £500,000 overdraft facility of £490,167 (2023: £450,722).

Following the acquisition of the company by Vorboss Limited, all bank borrowings have been repaid in full.

Group

Amounts recognised as bank overdrafts included amounts in relation to credit card balances owed by a subsidiary of £14,859 (2023: £2,146).

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Group

£2,718 (2023: £23,785) of the total deferred tax asset recognised by the group is expected to reverse within 12 months.

An unrecognised deferred tax asset of approximately £1,350,000 (2023: £1,220,000) was calculated at the balance sheet date, as a result of losses arising for tax purposes that are not expected to be utilised in the immediate future.

Company

An unrecognised deferred tax asset of approximately £340,000 (2023: £225,000) was calculated at the balance sheet date, as a result of losses arising for tax purposes that are not expected to be utilised in the immediate future.

During the year 27,501 G preferred shares of £0.001 were issued for total proceeds of £27.

During the year 1,649,985 O Ordinary shares of £0.001 were issued for total proceeds of £1,649,985

Only holders of A preferred shares or B preferred shares are entitled to attend or vote at any shareholder meeting.

On any return of capital, monies will be paid as follows:

• Payment to the H, K, M and O shareholders of the principal amount plus a dividend accrued at the lower of two times the principal amount and an accrued annual cumulative dividend of 25% per annum.

• Payment to the I, J, L, N shareholders of the principal amount plus an annual dividend of 4% per annum.

Thereafter, if the remaining proceeds are greater than £10m, monies will be paid as follows:

• Payment to the A, B and C shareholders of the principal amount plus an annual dividend of 4% per annum, with F and G shareholders receiving an amount equivalent to 44.479% of the amount paid to A, B and C shareholders.

• Payment of any residual amount pro-rata to the nominal value of the respective shares between the A, B, C and D shareholders.

• Payment to the E shareholders of an amount equivalent to 1.42% of the amount paid to B shareholders.

If, however, the remaining proceeds are less than or equal to £10m, monies will be paid as follows:

• Payment to the A, B and C shareholders of the principal amount plus an annual dividend of 4% per annum, with F and G shareholders receiving an amount equivalent to 30.354% of the amount paid to A, B and C shareholders.

• Payment of any residual amount pro-rata to the nominal value of the respective shares between the A, B, C and D shareholders.

• Payment to the E shareholders of an amount equivalent to 1.42% of the amount paid to B shareholders.

Full details regarding individual classes of share capital as at 31 December 2024 are disclosed within the Articles of Association dated 4 October 2024 and filed at Companies House.

The share premium account represents the amount subscribed for share capital in excess of nominal value.

The capital contribution reserve represents the deemed contribution made by the equity holders of the group upon waiver of previous loan note balances.

Profit and loss reserves includes all current and prior period retained profits and losses.

As at 31 December 2024, there were no guarantees, contingent liabilities or capital commitments (2023: £Nil).

The company is included within a group VAT registration scheme, which incorporates various group entities. As such the company is jointly and severally liable for the amounts owed by the other companies at the balance sheet date. At 31 December 2024 this amounted to £113,592 (2023: £77,167).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel is as follows.

Company and group

During the year, management fees of £30,130 (2023: £30,451) were recognised for the group and company from entities with control, joint control or significant influence over the company and group.

Group

During the year, sales of £49,332 (2023: £54,341) were recognised to entities with control, joint control or significant influence over the group.

As at 31 December 2024, an amount of £219,763 (2023: £207,013) was owed to entities with control, joint control or significant influence over the group.

During the year, sales of £Nil (2023: £44,354) were recognised with entities under common control.

Company

The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

On 10 February 2025 the company cancelled 210,000 N Ordinary shares of £0.001 each.

On 16 June 2025 the company cancelled 138,794 D Ordinary shares of £0.001 each.

On 3 July 2025 the company was acquired in full by Vorboss Limited.  As part of the transaction, the term and CBIL loans, overdraft, deferred arrangement fees and unpaid accrued interest, amounting to £3,510,442 were repaid in full.

FPE Capital LLP was the company's ultimate controlling party as at 31 December 2024, a limited liability partnership whose registered office is 2nd Floor 7 Swallow Street, London, England, W1B 4DE

Following an acquisition of the company on 3 July 2025 by Vorboss Limited, the ultimate parent undertaking is Octopus Group Holdings Limited, whose registered office is 6th Floor 33, Holborn, London, England, EC1N 2HT.

On 3 October 2024 the group acquired 100% percent of the issued capital of Premieredge Solutions Limited.

Deferred arrangement fees of £240,400 were paid in July 2025 following a full repayment of all bank debt facilities. The relevant deferred arrangement fees have been recognised on a straight line basis over the term of the associated facility on which they were initially incurred. Accordingly retained earnings as at 1 January 2023 have been reduced by £126,728 and further charges have been recognised within bank loan interest payable of £33,981 during the year ended 31 December 2023. Accordingly amounts recognised as bank loans due in less than one year as at 31 December 2023 have been uplifted by £33,981, with amounts recognised as bank loans due in more than one year as at 31 December 2023 uplifted by £126,728.