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

The Group comprises VantagePoint Holdings Limited (the ‘Parent Company’) and its subsidiaries (together, the ‘Group’). The subsidiaries are entities controlled by the Parent Company, directly or indirectly, and include the following principal trading entities: Vantagepoint NB Limited, VantagePoint Nordics AS, Vantagepoint US Inc., Vantagepoint BeNeLux B.V., Vantagepoint Eastern Europe S.R.L., Vantagepoint APAC Pte Ltd and VantagePoint ANZ Pty Ltd based in England, Norway, the United States, Netherlands, Romania, Singapore and Australia respectively. Control is achieved where the Parent Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

VantagePoint Holdings Limited is a finance transformation consultancy, based in London, with subsidiaries in England, the USA, Singapore, Australia, Norway, Netherlands and Romania. The Group generates revenue primarily through project-based consultancy and advisory engagements, supported by managed services, software reseller fees and training. Its business model combines specialist finance transformation expertise with technology-enabled solutions, enabling delivery of sustainable value for clients and shareholders.

Despite challenging market conditions which led to a restructuring exercise at the end of Q1 to reduce the Group’s headcount and cost base, the Directors are pleased to report that the Group’s results and financial position for the year ended 31 December 2024 represented growth from the prior year, with revenue increasing 7.9% from £15.0m to £16.2m. Growth has been achieved through diversification of the Group’s services, the continued maturity of non-UK operations, and expansion of our advisory capabilities.

Reliance on the top five clients reduced to 35% of revenue (2023: 46%), demonstrating improved diversification of the client base. At the same time, the Group continues to prioritise long-term relationships, positioning itself as a trusted partner to support clients’ transformation needs over a sustained period. This approach reduces dependency on individual projects, enables more repeatable revenue streams, and underpins the Group’s strategy of delivering sustainable growth for both clients and shareholders.

Looking forward, the Group’s strategy remains focused on expanding its international footprint, broadening its product and service offerings, and differentiating through consistently high-impact delivery that combines technical expertise with a deep understanding of client needs. Opportunities exist to capitalise on demand for finance transformation driven by regulatory change, digitalisation and adoption of cloud-based ERP systems. However, the Group remains mindful of challenges including competitive pressures, the need to attract and retain skilled consultants, and broader economic and geopolitical conditions which may impact client investment decisions.

At 31 December 2024, the Group has cash reserves of £0.2m (2023: £1.0m). Despite the reduction, the Directors are satisfied that the Group has adequate funds to meet day to day spending requirements and to invest where appropriate.

The Group’s principal risks and uncertainties are considered to be those which arise from its use of financial instruments as the Group continues to expand.

The Group’s principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to fund the Group’s operations and expansion.

Trade debtors are managed in respect of credit and cash flow risk policies concerning the credit offered to customers and regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet financial obligations as they fall due. In respect of bank balances, liquidity risk is managed by maintaining the balance between the continuity of funding and flexibility through current accounts.

The key financial indicators against which the directors measure the company's performance are revenue growth, gross profit margin, employee utilisation and average daily rates. Revenue growth stands at 7.9% (2023: 42.2%), the gross profit margin stands at 42.4% (2023: 45.0%), employee utilisation stands at 63% (2023: 63%) and average daily rates stand at £1,147 (2023: £1,165) to the satisfaction of the directors.

As the group 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.

On behalf 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 during the year continued to be the provision of finance transformation consultancy services. The Group supports organisations in redesigning and optimising their finance functions, with a focus on improving processes, implementing technology solutions, enhancing reporting and analytics capabilities, and enabling finance teams to act as strategic partners to the business. The Group operates through its head office in London and a network of subsidiaries in the USA, Singapore, Australia, Norway, the Netherlands and Romania, delivering services to clients across multiple sectors and geographies.

No ordinary dividends were paid during the year (2023: £nil). The directors do not recommend the payment of a final dividend (2023: £nil).

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

See note 22 in the financial statements for details regarding post reporting date events.

In accordance with the Company’s Articles of Association, a resolution to reappoint MMBA London Ltd as the Company’s auditor will be proposed at the forthcoming Annual General Meeting.

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.

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

We have audited the financial statements of Vantagepoint Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Group profit and loss account, 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, the Company 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.

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

• The Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected, and alleged fraud;

• We identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with the directors and other management at the planning stage;

• The audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and

• We focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006 and taxation legislation.

We assessed the extent of compliance with the laws and regulations identified above through:

• Making enquiries of management;

• Inspecting legal expenditure and correspondence throughout the period for any potential litigation or claims; and

• Considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• Determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;

• Performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;

• Reviewed journal entries to identify any unusual transactions;

• Reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management; and

• Carried out substantive testing to check the occurrence and cut-off of expenditure.

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

• Agreeing financial statement disclosures to underlying supporting documentation;

• Enquiring of management as to actual and potential litigation and claims; and

• Reviewing correspondence with HMRC and the company's legal advisors.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own Profit and Loss Account and related notes. The Company’s loss for the year ended 31 December 2024 was £1,083,533 (2023: profit of £1,358,776).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Vantagepoint Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor 12 Moorgate, London, EC2R 6DA.

The group consists of Vantagepoint 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 disclosure requirements of FRS102 for medium-sized companies have been applied other than where additional disclosures is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the group. 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 consolidated group financial statements consist of the financial statements of the parent company Vantagepoint 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.

The directors have assessed the Group’s ability to continue as a going concern, taking into account the Group’s current financial position, cash flow forecasts, and available borrowing facilities. At 31 December 2024, the Group had cash reserves of £0.2m (2023: £1.0m). Despite a reduction in cash due to the timing of short term working capital requirements which have reversed post year end, the directors have prepared detailed cash flow projections for a period of at least 12 months from the date of approval of these financial statements.

These projections indicate that the Group will have sufficient funds to meet its day-to-day operational requirements and to fund planned investments. The directors have also considered the principal risks and uncertainties affecting the business, including exposure to client concentration, foreign currency movements, and continued market demand for consultancy services.

On the basis of this assessment, the directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore prepared the financial statements on a going concern basis.

Turnover represents income derived from the provision of services in the course of the Group’s principal activities, stated net of value added tax. Revenue is recognised when it can be measured reliably, it is probable that economic benefits will flow to the Group, and the stage of completion can be assessed. For services provided on a time basis, revenue is recognised as the services are delivered. For contracts performed over a period of time, including those based on achievement of specific milestones, revenue is recognised by reference to the stage of completion, measured by progress towards satisfaction of contractual obligations. Income relating to services performed but not yet invoiced is accrued, while amounts invoiced in advance of service delivery are deferred.

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 credited or charged to profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Stock comprises software license keys held for resale. Stock is valued at the lower of cost and net realisable value.

Cost includes the purchase price and any directly attributable costs necessary to bring the licenses to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell.

Stock is recognised as an asset until the point of sale, at which time it is derecognised and charged to cost of sales. At each reporting date, stock is assessed for impairment and any shortfall between cost and net realisable value is recognised as an expense in the profit and loss account.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments.

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.

Basic financial liabilities, including creditors, 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 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.

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.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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.

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 average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

Directors for whom retirement benefits are accruing under defined contribution schemes: 2 (2023: 2).

Aggregate emoluments of directors: £100,000 (2023: £100,000).

Company contributions to defined contribution pension schemes in respect of directors: £nil (2023: £nil).

Emoluments of the highest-paid director: £50,000 (2023: £50,000).

Company pension contributions for the highest-paid director: £nil (2023: £nil).

Factors affecting tax charge for the year

The standard rate of UK corporation tax for the year was 25%. The actual tax charge for the year differs significantly from the amount expected at the standard rate, primarily due to non-taxable income and other reconciling items. In the prior year, the effective tax charge was also lower than the standard rate of 23.52%.

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

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

In the opinion of the directors, the carrying value of the Company’s unlisted investments is not less than the amount at which they are stated in these financial statements.

All of the subsidiaries listed above have been included in the consolidation.

Inventory comprises software licences and is carried at the lower of cost or net realisable value, in accordance with the applicable accounting standards. Cost is based on the purchase price plus directly attributable costs. Management reviews inventory regularly to assess the need for any write-downs due to slow-moving or obsolete items.

Included within other debtors are amounts owed by directors (see note 24 – Directors' Transactions).

Included within other creditors is an amount owed of £374,350 (2023: £440,000) owed to Joseph DMS Holdings Limited, a joint venture investor (see note 23 – Related Party Transactions).

In the year the Company received a loan of £750,000 with an origination fee of £37,500. The loan carries an interest rate of 0.7% per week and is repayable over 48 weeks. The loan is secured over the assets of the Company. Other borrowings includes a closing balance of £628,607 at the balance sheet date in respect of this loan.

In the year the Company received a loan of £500,000. The loan carries an interest rate of 4.68% per month and is repayable over 12 months. The loan is secured over the assets of the Company (see note 24 - Borrowings for more details). Other borrowings includes a closing balance of £435,809 at the balance sheet date in respect of this loan.

During the prior year, the Company received a tax credit of £315,000 in respect of its FY22 Research and Development (R&D). HM Revenue & Customs (HMRC) subsequently disputed the validity of this claim and requested repayment. The matter is subject to appeal and tribunal proceedings. As at the reporting date, there is a present obligation to repay HMRC, and an outflow of resources is probable and reliably measurable. Accordingly, a provision of £315,000 has been recognised in the financial statements within corporation tax payable.

Capify UK LLC holds a fixed and floating charge over all real property owned by VantagePoint Holdings Limited. The charges are held as security over all amounts owed to Capify UK LLC. The amount owed by the company to Capify UK LLC at the balance sheet date was £628,607 (2023: £nil).

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The outstanding liability in respect of this scheme at the balance sheet date was £67,092 (2023: £25,605).

£334,605 (2023: £267,955) has been charged to the profit or loss account of the company.

Both classes of shares hold full voting and equity rights.

During the year, VantagePoint NB Limited, the subsidiary of VantagePoint Holdings Limited, incorporated and invested in 100% equity of:

• VantagePoint ANZ Pty Ltd, at incorporation on 22 July 2024 for cash of £0.49, the cost of its share capital.

There was no goodwill on incorporation of the above subsidiary as at the time of incorporation, this company had not begun trading and was therefore solely the value of its share capital.

Contribution by this business for the reporting period included in the group statement of comprehensive income since acquisition:

• VantagePoint ANZ Pty Ltd: Turnover £nil and loss after tax £45,387.

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 company entered into a leasing agreement in the year which is repayable in equal monthly instalments to February 2026.

Subsequent to the reporting period all inventory held by VantagePoint Holdings Limited, amounting to £6,389,525, was repurchased by the original supplier at cost. This transaction improved the entity's cash position. As the conditions leading to this transaction did not exist at the reporting date, the event does not provide evidence of conditions at the year-end and is therefore treated as a non-adjusting subsequent event.

Included within other creditors is an amount of £374,350 (2023: £440,000) owed to Joseph DMS Holdings Limited, a joint venture investor.

Included within other debtors is an amount of £297,798 (2023: £nil) owed by JMMJ Holdings Limited, a joint venture investor.

In accordance with FRS 102 section 33.1A, the financial statements do not disclose transactions with wholly owned subsidiaries.

At the balance sheet date, the Company was owed £nil (2023: £219,455) by Mr Matthew David Benaron and £nil (2023: £8,398 payable) by Mr David Michael Sillett, both of whom are directors of the Company.

During the year, advances of £704,000 (2023: £740,000) were made to Mr Matthew David Benaron, and advances of £613,038 (2023: £96,663) were made to Mr David Michael Sillett.

There is no ultimate controlling party of the company.