REGISTERED NUMBER: 13929556 (England and Wales)

SIP GROUP HOLDINGS LIMITED

Unaudited Financial Statements

for the Year Ended 31 March 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Chartered Accountants' Report

6

DIRECTORS:

P J Barr

L Nixon

P Postle

REGISTERED OFFICE:

C/o Resource Wentloog Corporate Park

Wentloog Road

United Kingdom

County of Cardiff

CF3 2ER

REGISTERED NUMBER:

13929556 (England and Wales)

ACCOUNTANTS:

MHA (trading name of MHA Advisory Ltd)

Elfed House

Oak Tree Court

Cardiff Gate Business Park

CARDIFF

County of Cardiff

CF23 8RS

FIXED ASSETS

Investments

4

3,176,998

3,176,998

CURRENT ASSETS

Debtors

5

402

402

CREDITORS

Amounts falling due within one year

6

(238,230

)

(158,820

)

NET CURRENT LIABILITIES

(237,828

)

(158,418

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,939,170

3,018,580

CREDITORS

Amounts falling due after more than one year

7

(3,176,400

)

(3,176,400

)

NET LIABILITIES

(237,230

)

(157,820

)

CAPITAL AND RESERVES

Called up share capital

8

1,000

1,000

Retained earnings

(238,230

)

(158,820

)

SHAREHOLDERS' FUNDS

(237,230

)

(157,820

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 December 2025 and were signed on its behalf by:

P Postle - Director

1.	STATUTORY INFORMATION

Sip Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's functional and presentational currency in the financial statements is the Sterling (£), rounded to the nearest pound.

The significant accounting policies applied in the presentation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There have been no material departures from Financial Reporting Standard 102 1A.

Going concern

As at 31 March 2025 there were net current liabilities of £237,828 and net liabilities of £237,230. The directors considers the going concern basis adopted for these financial statements to be appropriate, based upon available continued support.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

3,176,998

NET BOOK VALUE

At 31 March 2025

3,176,998

At 31 March 2024

3,176,998

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amount owed by related company

30

-

Called up share capital not paid

372

402

402

402

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other creditors - fixed

cumulative preferential

dividend

238,230

158,820

238,230

158,820

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Perpetual non-

redeemable preference

shares

3,176,400

3,176,400

3,176,400

3,176,400

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Perpetual non-

redeemable preference

shares

3,176,400

3,176,400

3,176,400

3,176,400

Perpetual non-redeemable preference shares

On 5 October 2022 a special resolution was passed that 3,176,400 ordinary shares of £1 each be re-designated into 3,176,400 perpetual non-redeemable preference shares of £1 each with the rights attaching to the new class of shares as set out in the articles of association of the company.

As documented in the articles of association, the shares have the right to receive a fixed cumulative preferential dividend at the rate of 2.5% per annum. The perpetual preferential dividend shall be cumulative and shall accrued from day to day and shall be payable annually on the last day in February in each year, the first dividend payable on 28 February 2023. If on the relevant payment date the company cannot pay the perpetual preferential dividend then such dividends shall become a debt to the holders payable forthwith.

The perpetual preference shares shall not be redeemable. On this basis, the appropriate classification of the shares as a liability has been determined by the other rights attached to them.

8.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

600

Ordinary

£1

600

600

400

Ordinary 'A'

£1

400

400

1,000

1,000

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Sip Group Holdings Limited for the year ended 31 March 2025 which comprise the Profit and loss account, Balance Sheet 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 within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

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

It is your duty to ensure that Sip Group Holdings 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 loss of Sip Group Holdings Limited. You consider that Sip Group Holdings 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 Sip Group Holdings 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.

MHA (trading name of MHA Advisory Ltd)

Elfed House

Oak Tree Court

Cardiff Gate Business Park

CARDIFF

County of Cardiff

CF23 8RS

20 December 2025