REGISTERED NUMBER: 07311129 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CLARASYS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Company Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

M Cheung

C Hamilton

C Meyer-Scott

REGISTERED OFFICE:

7 Bell Yard

London

WC2A 2JR

REGISTERED NUMBER:

07311129 (England and Wales)

AUDITORS:

MGR Weston Kay LLP

Statutory Auditors

55 Loudoun Road

St John's Wood

London

NW8 0DL

BANKERS:

HSBC UK Bank plc

1 Centenary Square

Birmingham

B1 1HQ

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The result and position of the group for the year ended 31 December 2024 are set out in the statement of comprehensive income, balance sheet and statement of changes in equity on pages 12, 13 and 15 respectively.

The directors are pleased to report that the business remains resilient and well positioned for future growth.

Following a period of challenging trading conditions and global economic volatility affecting the wider consultancy sector, the directors took proactive measures in June 2024 to restructure the group's cost base. This realignment significantly improved operational efficiency and contributed to a material aggregate operating profit in the second half of the year.

The directors are satisfied with the trading performance for the year, and the results of the group were in line with their expectations. Group turnover increased by 1% during the year under review, while gross profit remained broadly consistent. The group's trading prospects remain strong and the directors look forward to the future with continuing confidence.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the main risks faced by the firm to be people risk and client risk.

Talent and People risk

The success and long-term sustainability of Clarasys are inherently dependent on its people and their expertise. The firm's ability to fulfil its purpose relies on attracting, retaining, and developing top talent. To achieve this, Clarasys places an emphasis on building a strong employer brand and implementing an effective recruitment strategy. Competitive remuneration packages, meaningful incentives, and a commitment to learning and development are central to maintaining a high-performing workforce. Furthermore, the firm ensures that employees are engaged by offering complex and challenging work, helping them to build specialist skills essential for delivering value to clients.

Client risk

The firm faces two key areas of client risk:

1. Macro Market Environment: During 2024, the global economic landscape continued to present a complex environment for the consultancy sector. Sustained high interest rates and persistent inflationary pressures led to a continued cautious approach to discretionary spending among some client segments and to reduced merger and acquisition activity across the market, which in turn affected demand for consultancy services.

These macroeconomic factors, combined with ongoing geopolitical uncertainties, created significant headwinds for profitability during the first half of the year. While no single factor has a material impact on Clarasys in isolation, the cumulative effect of these conditions adversely influenced trading performance. The firm continues to mitigate these risks by diversifying its client base across industries and geographies, maintaining a strong presence in both the private and public sectors. This strategy helps to reduce dependency on any one market or region.

2. Reputational Risk: Given the complexity of the firm's service offerings, reputational risk remains a priority. Clarasys continues to address this through rigorous project delivery assurance and leveraging in-house expertise. The firm's commitment to quality is reflected in consistently high levels of client satisfaction. Additionally, the importance of cyber security and client data protection remains at the forefront. The firm maintains its CyberEssentials Plus certification and continuously strengthens its cyber resilience to ensure compliance and safeguard client trust.

DEVELOPMENT AND PERFORMANCE

While shareholders' funds decreased to negative £220,932 (2023: £454,438), this figure reflects the impact of the macroeconomic headwinds faced during the first half of the year and the continued investment in our US Operations to support future growth.

The directors consider the group's performance in the latter half of 2024, to be the more accurate indicator of the firm's performance.

Looking forward, trading conditions in the first half of 2025 remained competitive. However, the Board is pleased to report a marked improvement in trading performance during the second half of 2025. The cost-base restructuring combined with a resurgence in client demand, has resulted in strengthened operating margins and cash generation throughout late 2025. This is particularly true for the US operations. The Group has successfully rebuilt its pipeline and utilisation rates have returned to target levels. The group is well positioned for the year ahead, and the directors maintain confidence in its ongoing performance.

KEY PERFORMANCE INDICATORS

The group's management regularly monitors the performance of the business, reviewing monthly management information including management accounts. The main financial performance indicators are turnover, gross profit and operating profit.

Turnover: £21,661,056 (2023: £21,502,527)

Gross profit: £6,640,002 (2023: £6,730,696)

Operating loss: £117,979 (2023: £705,317 profit restated)

The firm made a 1% operating loss for the twelve months in 2024. Clarasys' financial objective is to achieve sustainable growth, through the delivery of year-on-year profits whilst continuing to build expertise and delivery capacity for the year following.

Other non-financial key performance indicators are tracked regularly and are ahead of target in 2024. They include employee retention, client satisfaction, employee satisfaction and consultant utilisation.

ON BEHALF OF THE BOARD:

M Cheung - Director

16 January 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group continued to be that of management consultancy.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

The directors do not recommend payment of a dividend.

FUTURE DEVELOPMENTS

Our focus for the future development of the business remains the sustainable growth of the firm. We will continue to scale in the US as well as developing existing capabilities to better serve our clients and meet market demand.

DIRECTORS

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

M Cheung

C Hamilton

C Meyer-Scott

FINANCIAL INSTRUMENTS

The group has a normal level of exposure to price, credit, liquidity and cash flow risk arising from trading activities which are conducted in sterling and US dollars.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, MGR Weston Kay LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Cheung - Director

16 January 2026

Opinion

We have audited the financial statements of Clarasys Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement and Notes to the Financial Statements, including a summary of 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 of the parent company 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

As part of our planning of the audit work required we obtained an understanding of the legal and regulatory frameworks that are applicable to the entity via enquiries of the company’s management, carried out analytical procedures, held discussions amongst the engagement team and using knowledge of the sector determined that the most significant laws and regulation are those that relate to:

- Health and safety regulations.

- Employment law including right to work in the UK.

- Data Protection Laws (GDPR).

- UK Tax legislation.

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as FRS102 and the Companies Act 2006.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with the laws and regulations and the fraud risks identified. This included enquiries with management to understand their policies and procedures for compliance with those regulations and we completed the following tests:

- Obtained an understanding of relevant controls.

- Reviewed the company’s risk assessments, procedures and IT systems.

- Checked samples of documentation including insurance policies and right to work in the UK documentation.

We also assessed the risks of material misstatement in respect of fraud as follows:

- Revenue fraud.

- Unauthorised expenditure and/or payments.

- Management override of controls.

- Manipulation of accounting estimates.

- Related party fraud.

- Loan covenant reporting.

Based on the results of our risk assessment we designed our audit procedures to identify and to address material

misstatements in relation to fraud. This included the risk of management bias relating to judgements and assumptions used in provisions along with testing journals.

No significant issues were identified during our testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non – detection of irregularities, as these may could involve collusions, forgery, intentional omissions, misrepresentations or the override of internal controls.

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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Nigel Walfisz FCA (Senior Statutory Auditor)

for and on behalf of MGR Weston Kay LLP

Statutory Auditors

55 Loudoun Road

St John's Wood

London

NW8 0DL

16 January 2026

TURNOVER

3

21,661,056

21,502,527

Cost of sales

(15,021,054

)

(14,771,831

)

GROSS PROFIT

6,640,002

6,730,696

Administrative expenses

(7,214,145

)

(6,025,379

)

(574,143

)

705,317

Other operating income

456,164

-

OPERATING (LOSS)/PROFIT

5

(117,979

)

705,317

Gain/loss on revaluation of investments

180,106

-

62,127

705,317

Interest payable and similar expenses

7

(267,272

)

(250,649

)

(LOSS)/PROFIT BEFORE TAXATION

(205,145

)

454,668

Tax on (loss)/profit

8

(56,373

)

(137,982

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(261,518

)

316,686

(Loss)/profit attributable to:

Owners of the parent

(261,518

)

316,686

(LOSS)/PROFIT FOR THE YEAR

(261,518

)

316,686

OTHER COMPREHENSIVE INCOME

Currency translation differences

(22,235

)

(30,545

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(22,235

)

(30,545

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(283,753

)

286,141

Note

Prior year adjustment

10

(30,955

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(314,708

)

Total comprehensive income attributable to:

Owners of the parent

(314,708

)

286,141

FIXED ASSETS

Intangible assets

11

5,351

15,879

Tangible assets

12

455,622

455,079

Investments

13

215,817

35,711

676,790

506,669

CURRENT ASSETS

Debtors

14

5,118,600

5,501,716

Cash at bank

225,974

580,262

5,344,574

6,081,978

CREDITORS

Amounts falling due within one year

15

(6,029,924

)

(6,119,977

)

NET CURRENT LIABILITIES

(685,350

)

(37,999

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(8,560

)

468,670

CREDITORS

Amounts falling due after more than one year

16

(212,372

)

-

PROVISIONS FOR LIABILITIES

19

-

(14,232

)

NET (LIABILITIES)/ASSETS

(220,932

)

454,438

CAPITAL AND RESERVES

Called up share capital

20

303

303

Retained earnings

(221,235

)

454,135

SHAREHOLDERS' FUNDS

(220,932

)

454,438

The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2026 and were signed on its behalf by:

Director

FIXED ASSETS

Intangible assets

11

2,863

13,178

Tangible assets

12

451,311

442,162

Investments

13

215,817

35,711

669,991

491,051

CURRENT ASSETS

Debtors

14

5,866,852

5,832,805

Cash at bank

154,996

453,916

6,021,848

6,286,721

CREDITORS

Amounts falling due within one year

15

(5,548,178

)

(5,644,855

)

NET CURRENT ASSETS

473,670

641,866

TOTAL ASSETS LESS CURRENT LIABILITIES

1,143,661

1,132,917

CREDITORS

Amounts falling due after more than one year

16

(212,372

)

-

PROVISIONS FOR LIABILITIES

19

-

(14,232

)

NET ASSETS

931,289

1,118,685

CAPITAL AND RESERVES

Called up share capital

20

303

303

Retained earnings

930,986

1,118,382

SHAREHOLDERS' FUNDS

931,289

1,118,685

Company's profit for the financial year

204,222

825,999

The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2026 and were signed on its behalf by:

M Cheung - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

303

318,204

318,507

Changes in equity

Profit for the year

-

347,641

347,641

Currency translation differences

-

(30,545

)

(30,545

)

Total comprehensive income

-

317,096

317,096

Contributions to the EOT

-

(150,210

)

(150,210

)

Balance at 31 December 2023

303

485,090

485,393

Prior year adjustment

-

(30,955

)

(30,955

)

As restated

303

454,135

454,438

Changes in equity

Deficit for the year

-

(261,518

)

(261,518

)

Other comprehensive income

-

(22,235

)

(22,235

)

Total comprehensive income

-

(283,753

)

(283,753

)

Contributions to the EOT

-

(391,618

)

(391,618

)

Balance at 31 December 2024

303

(221,236

)

(220,933

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

303

442,593

442,896

Changes in equity

Profit for the year

-

856,954

856,954

Total comprehensive income

-

856,954

856,954

Contributions to the EOT

-

(150,210

)

(150,210

)

Balance at 31 December 2023

303

1,149,337

1,149,640

Prior year adjustment

-

(30,955

)

(30,955

)

As restated

303

1,118,382

1,118,685

Changes in equity

Profit for the year

-

204,222

204,222

Total comprehensive income

-

204,222

204,222

Contributions to the EOT

-

(391,618

)

(391,618

)

Balance at 31 December 2024

303

930,986

931,289

Cash flows from operating activities

Cash generated from operations

23

24,456

325,974

Interest paid

(265,325

)

(246,526

)

Interest element of finance lease payments paid

(1,947

)

(4,123

)

Tax paid

5,192

24,009

Net cash from operating activities

(237,624

)

99,334

Cash flows from investing activities

Purchase of tangible fixed assets

(5,534

)

(12,820

)

Sale of tangible fixed assets

200

253

Net cash from investing activities

(5,334

)

(12,567

)

Cash flows from financing activities

New loans in year

720,000

712,080

Loan repayments in year

(395,071

)

(135,056

)

Payment of finance lease obligations

(22,360

)

(16,316

)

Contributions paid to EOT

(391,618

)

(150,210

)

Net cash from financing activities

(89,049

)

410,498

(Decrease)/increase in cash and cash equivalents

(332,007

)

497,265

Cash and cash equivalents at beginning of year

24

580,262

135,928

Effect of foreign exchange rate changes

(22,281

)

(52,931

)

Cash and cash equivalents at end of year

24

225,974

580,262

Cash flows from operating activities

Cash generated from operations

23

29,498

113,384

Interest paid

(226,079

)

(207,343

)

Interest element of finance lease payments paid

(1,947

)

(4,123

)

Tax paid

829

29,167

Net cash from operating activities

(197,699

)

(68,915

)

Cash flows from investing activities

Purchase of tangible fixed assets

(5,534

)

(4,531

)

Sale of tangible fixed assets

-

253

Net cash from investing activities

(5,534

)

(4,278

)

Cash flows from financing activities

New loans in year

720,000

712,080

Loan repayments in year

(401,709

)

(114,583

)

Payment of finance lease obligations

(22,360

)

(16,316

)

Contributions paid to the EOT

(391,618

)

(150,210

)

Net cash from financing activities

(95,687

)

430,971

(Decrease)/increase in cash and cash equivalents

(298,920

)

357,778

Cash and cash equivalents at beginning of year

24

453,916

96,138

Cash and cash equivalents at end of year

24

154,996

453,916