Company registration number 01053218 (England and Wales)
TECHEX LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
TECHEX LIMITED
COMPANY INFORMATION
Directors
R Bergman Bailey
C Bergman Bailey
S Kewley
S Mort
(Appointed 27 November 2024)
Company number
01053218
Registered office
Greenwood House
London Road
Bracknell
Berkshire
England
RG12 2AA
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
TECHEX LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 24
TECHEX LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 1 -

The directors present the strategic report for the year ended 31 May 2025.

Review of business

Techex is a leader in providing specialised live IP video transport and transformation over cloud-based networks, helping drive down costs and improve return on investment. We are committed to redefining how IP and cloud infrastructure are utilised to manage and transmit live video, and we solve specific technical challenges faced by global, large Tier One Broadcasters enabling live video transport streams to be transformed in flight. Our proprietary technology, along with strong partnerships, enables us to deliver trusted, innovative solutions that support the workflows of many of the world’s largest live broadcasters, ensuring seamless and uninterrupted event transmissions that meet industry standards and audience demands.

Our long-standing presence in the European and UK markets continues to provide a highly respected and trusted solid foundation, and we remain focused on expanding our footprint in North America through our subsidiary, Techex Inc., and develop opportunities throughout the rest of the world. This expansion aligns with our strategy to capitalise on the growing demand for modernisation in the broadcast industry, where our solutions are positioned to drive operational efficiency and technological advancement.

In addition to market expansion, Techex continues to invest in the development of new software capabilities, strengthening our portfolio and addressing the evolving needs of our clients. Our commitment to growth extends to fostering strong relationships with technology partners to remain at the forefront of industry innovation.

People and talent are the heart of Techex, and we recognise the importance of our people and are committed to their development, wellbeing, and fostering a positive, inclusive and diverse company culture. To support our growth through 2025 and beyond, we have invested heavily in our staff and our headcount has grown significantly in the year across all departments, but particularly in our engineering and software development teams. In addition, we strengthened the management team with strategic, senior appointments in Finance, Marketing and HR. Simon Mort joined us as CFO, having previously worked at NEP, NBCU, Live Nation and Sony Music. Claire Hutcheson joined as Marketing Director, bringing a wealth of experience from Arqiva, Capita, Logica and Xynteo. Ruth Salter was appointed to lead HR and talent, after working in a number of roles at Microsoft.

We invested in our software portfolio with significant development and features delivered in our tx darwin video product, as well as a refresh on our tx iptv platform which has driven strong customer demand and collected a number of industry awards including best of show in category at major industry events.

TECHEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 2 -
Principal risks and uncertainties

Techex operates in a dynamic environment that presents both opportunities and risks. The directors have identified the following principal risks and uncertainties:

General Economic Uncertainty

While economic conditions fluctuate, Techex benefits from macro tailwinds due to the broadcasting sector's drive to adopt new technologies. Our specialised solutions ensure that we are well-positioned to support industry needs, though we remain vigilant to external economic pressures.

Geopolitical Risks

Techex's core markets in Europe and North America have, to date, been unaffected by major geopolitical conflicts. However, we continuously monitor the global landscape and adjust our strategies to mitigate potential risks.

Competitor Risks

The broadcasting sector is highly competitive, and technological advancements are frequent. Nevertheless, we believe our commitment to R&D, our established market presence and longstanding and extensive customer relationships along with our strong financial position place us in a competitive position to expand and innovate.

Employee R etention

Our ability to attract and retain key personnel is an important aspect of our continued growth. The high standard that our clients have come to expect depends on us being able to attract and retain key personnel. Training and development is a key focus for the group.

Financial Instruments

The company’s exposure to risks associated with price, credit, liquidity, and cash flow is managed through prudent financial practices. Our trading activities, conducted primarily in sterling, are not hedged, but we remain proactive in managing these risks.

TECHEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 3 -
Future developments, and research and development

Our growth strategy is heavily focused on expanding our presence, primarily in the North American market, where Techex Inc. is starting to play a pivotal role. We view this market as a key driver of growth and will continue to invest resources in establishing and expanding our market share there. We see customer demand across several other territories and, as a result, we are successfully developing business opportunities across the Asia Pacific, Latin America and Middle East markets.

At the core of our strategy is innovation. We continue to prioritise research and development (R&D) efforts aimed at enhancing our cloud capabilities, as well as developing broadcast-specific software features that meet the current and future demands of our Tier One Broadcast Customers. Through deep engagement with customers, using their feedback and anticipating market trends, we ensure that our products remain at the leading edge of technology and address unsolved problems.

Environmental, Social, and Governance (ESG) Commitments

As part of our broader business strategy, we are increasingly focusing on our societal and environmental responsibilities. The continuation of our ESG programme is key to our commitment to sustainability, diversity, and good governance. Our ESG initiatives aim to create a positive impact on the environment and the communities we serve while ensuring robust governance standards across the business.

Techex has once again been recognized as one of the Best Workplaces® in Tech in the 2025 Great Place to Work® Survey, marking its third consecutive year on the esteemed list. This year’s accolade reflects exceptional year-on-year improvements across key workforce metrics. Techex achieved top-tier positive sentiment ratings in the areas of Equality, Diversity, Inclusion and Ethics, which underscores its commitment to cultivating an exceptional workplace culture. We continue to drive strong performance improvement, reinforcing our position as a trusted and highly regarded employer.

As a company operating within the live broadcast industry, Techex remains dedicated to continually assessing and improving our ESG performance. Innovation is central to our approach, and we are passionate about making a meaningful impact while building a team focused on driving positive change across the broadcast sector.

Techex has been awarded The Digital Production Partnership’s top Committed to Sustainability mark, achieving the ‘five leaf accreditation’ – the highest possible score in the scheme, which was developed to enable suppliers in the media industry to demonstrate that they are working towards reducing their environmental impact. This means as a company we are more focused than ever on measuring and monitoring our performance for sustainability, including actively working towards achieving Net Zero emissions.

We continue to work alongside one of the UK’s leading ESG consultancies, Sustainable Advantage, who have employed their rigorous methodology to calculate our emissions across Scopes 1, 2, and 3. Together, we’ve developed a clear and actionable plan to reach Net Zero by 2045 – a full five years ahead of the UK’s national target of 2050.

While Techex does not operate across the full breadth of the broadcast supply chain, we remain committed to reducing our environmental impact wherever possible – both in our live video transport and transformation solutions and within our office operations. Our ongoing efforts include the development of sustainable technologies, and we continue to calculate and publish our emissions data annually, ensuring transparency and independent verification. Our Carbon Reduction Plan has the full support of our Board of Directors.

There is still much work ahead, but this report marks another significant step forward in Techex’s sustainability journey.

TECHEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 4 -
Key performance indicators

The directors consider the following to be the key performance indicators of the company:

|  | 202 5 (£m) | 202 4 (£m) | % Change
| Turnover | 18.07 | 14.41 | 25%
| Reported EBITDA | 7.53 | 6.52 | 16%
| Profit before tax | 7.34 | 6.68 | 10%

We have seen significant turnover growth year-on-year as we continue to build our client and geographical base, with gross profit growing accordingly. Administrative expenses have increased as we continue to invest in our people and as a result of the full year impact of staff hired late in FY24. The overall financial health of the Company remains strong, as evidenced by the growth in Reported EBITDA and Profit before taxation.

Stakeholder Engagement and Reporting

As a company committed to transparency and stakeholder communication, we ensure that our strategic priorities, financial performance, and risk management practices are clearly communicated. We are dedicated to maintaining strong relationships with our investors, employees, customers, and partners, and we view the strategic report as an important tool for sharing our progress and future plans.

On behalf of the board

S Mort
Director
30 January 2026
TECHEX LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 5 -

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

Principal activities

The principal activity of the company continued to be that of information technology and telecommunications activities.

Results and dividends

The results for the year are set out on page 10.

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

Directors

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

R Bergman Bailey
C Bergman Bailey
S Kewley
S Mort
(Appointed 27 November 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be deemed appointed as auditor of the company will be put at a General Meeting.

Strategic report

The company 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.

Statement of disclosure to auditor

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
S Mort
Director
30 January 2026
TECHEX LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2025
- 6 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

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

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

TECHEX LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TECHEX LIMITED
- 7 -
Opinion

We have audited the financial statements of Techex Limited (the 'company') for the year ended 31 May 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 May 2025 and of its profit 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 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 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' r eport 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.

TECHEX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TECHEX LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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 directors' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 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.

TECHEX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TECHEX LIMITED
- 9 -

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

David Green MA (Cantab) FCA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
2 February 2026
2026-02-05
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
TECHEX LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
18,067,310
14,405,345
Cost of sales
(8,159,803)
(5,766,396)
Gross profit
9,907,507
8,638,949
Distribution costs
-
0
(272,893)
Administrative expenses
(7,515,056)
(4,949,893)
Other operating income
4,699,159
3,036,000
Operating profit
4
7,091,610
6,452,163
Interest receivable and similar income
6
263,347
249,976
Interest payable and similar expenses
7
(16,341)
(23,500)
Profit before taxation
7,338,616
6,678,639
Tax on profit
8
(973,313)
(997,422)
Profit for the financial year
6,365,303
5,681,217
TECHEX LIMITED
BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
9
1,415,957
839,833
Tangible assets
10
128,082
126,511
1,544,039
966,344
Current assets
Stocks
12
130,533
179,119
Debtors
13
17,808,164
10,626,032
Cash at bank and in hand
8,095,900
6,756,269
26,034,597
17,561,420
Creditors: amounts falling due within one year
14
(7,391,706)
(4,706,137)
Net current assets
18,642,891
12,855,283
Net assets
20,186,930
13,821,627
Capital and reserves
Called up share capital
17
457,000
457,000
Profit and loss reserves
18
19,729,930
13,364,627
Total equity
20,186,930
13,821,627
The financial statements were approved by the board of directors and authorised for issue on 30 January 2026 and are signed on its behalf by:
S Mort
Director
Company Registration No. 01053218
TECHEX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 June 2023
457,000
7,683,410
8,140,410
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
5,681,217
5,681,217
Balance at 31 May 2024
457,000
13,364,627
13,821,627
Year ended 31 May 2025:
Profit and total comprehensive income for the year
-
6,365,303
6,365,303
Balance at 31 May 2025
457,000
19,729,930
20,186,930
TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 13 -
1
Accounting policies
Company information

Techex Limited is a private company limited by shares incorporated in England and Wales. The registered office is Greenwood House, London Road, Bracknell, Berkshire, England, RG12 2AA.

1.1
Accounting convention

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 a mounts 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 has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Techex Limited is a wholly owned subsidiary of Techex Europe Limited and the results of Techex Limited are included in the consolidated financial statements of Tampa 123 Limited which are available from Capital Building, Tyndall Street, Cardiff, United Kingdom, CF10 4AZ.

This 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- 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 each category of financial instrument; 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.

1.2
Going concern

In preparing the financial statements, Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The Directors do not believe there to be any matters of disclosure. true

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of the company’s business of developing, designing, delivering and supporting live video transport solutions. Revenue is shown net of value added tax and other sales-related taxes, and takes into account trade discounts, settlement discounts and volume rebates.

Sale of Goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the customer, which is typically on delivery. At this point, the customer has control of the goods, and the company has no continuing involvement or effective control over the goods sold.

Provision of Services

Revenue from services is recognised over time, based on the contractual period during which the services are provided. This reflects the company’s obligation to deliver support and solutions continuously throughout the term of the contract. Revenue is allocated evenly across the contract period unless another method better reflects the transfer of services to the customer. Where contracts include multiple performance obligations, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices.

1.4
Intangible fixed assets other than goodwill

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Software
33% on cost
Other intangible assets
33% on cost
Intellectual property
20% on cost

Amortisation of software begins once the asset is available for use.

1.5
Tangible fixed assets

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:

Leasehold improvements
over the life of the lease
Fixtures and fittings
20% on cost
Office equipment
25% on cost

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.

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 15 -
1.6
Stocks

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.

1.7
Cash and cash equivalents

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.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

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

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.

Impairment of financial assets

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.

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

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

Basic financial liabilities

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 paymen ts 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. A m ounts 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.

Other financial liabilities

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 s ubsequently 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 th r ough 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 17 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

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

1.11
Employee benefits

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.

1.12
Retirement benefits

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

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 18 -
1.13
Share-based payments

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 a Probability-Weighted Expected Return Model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimated number 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.

The share based payments are over the shares in Tampa 123 Limited. Where awards are issued by one group entity for settlement in its own shares, and these awards are granted to employees of a subsidiary entity, the issuing entity recognises the charge as an increase in cost of investment, whilst the subsidiary recognises this as a capital contribution in the Statement of Changes in Equity. Techex Limited would therefore recognise the capital contribution in the Statement of Changes in Equity in its entity financial statements.

1.14
Leases

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 lease s asset are consumed.

1.15
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 19 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Solutions
12,607,210
9,229,745
Support & Maintenance
5,460,100
5,175,600
18,067,310
14,405,345
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
16,076,319
11,907,293
Rest of the World
1,990,991
2,498,052
18,067,310
14,405,345
2025
2024
£
£
Other revenue
Interest income
263,347
249,976
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
104,072
44,629
Fees payable to the company's auditor for the audit of the company's financial statements
24,500
21,200
Depreciation of owned tangible fixed assets
45,840
36,094
Amortisation of intangible assets
396,523
35,512
Operating lease charges
291,176
272,893
5
Employees

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

2025
2024
Number
Number
Development
10
7
Sales
6
5
Technical
18
13
Operations
11
8
Total
45
33
TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
5
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,487,816
2,021,341
Social security costs
397,484
233,694
Pension costs
104,112
65,695
3,989,412
2,320,730
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
263,347
249,976
7
Interest payable and similar expenses
2025
2024
£
£
Other interest
16,341
23,500
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
973,313
997,422

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

2025
2024
£
£
Profit before taxation
7,338,616
6,678,639
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,834,654
1,669,660
Tax effect of expenses that are not deductible in determining taxable profit
22,682
6,829
Adjustments in respect of prior years
(43,509)
-
0
Group relief
(840,121)
(669,623)
Permanent capital allowances in excess of depreciation
(393)
(9,444)
Taxation charge for the year
973,313
997,422
TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 21 -
9
Intangible fixed assets
Software
Other intangible assets
Intellectual property
Total
£
£
£
£
Cost
At 1 June 2024
740,317
130,900
6,045
877,262
Additions - internally developed
972,647
-
0
-
0
972,647
At 31 May 2025
1,712,964
130,900
6,045
1,849,909
Amortisation and impairment
At 1 June 2024
-
0
36,903
526
37,429
Amortisation charged for the year
351,681
43,633
1,209
396,523
At 31 May 2025
351,681
80,536
1,735
433,952
Carrying amount
At 31 May 2025
1,361,283
50,364
4,310
1,415,957
At 31 May 2024
740,317
93,997
5,519
839,833
10
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Office equipment
Total
£
£
£
£
Cost
At 1 June 2024
144,258
65,962
213,194
423,414
Additions
-
0
6,689
40,722
47,411
At 31 May 2025
144,258
72,651
253,916
470,825
Depreciation and impairment
At 1 June 2024
96,174
52,889
147,840
296,903
Depreciation charged in the year
14,426
4,381
27,033
45,840
At 31 May 2025
110,600
57,270
174,873
342,743
Carrying amount
At 31 May 2025
33,658
15,381
79,043
128,082
At 31 May 2024
48,084
13,073
65,354
126,511
11
Subsidiaries

Details of the company's subsidiaries at 31 May 2025 are as follows:

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
11
Subsidiaries
(Continued)
- 22 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Techex Inc
8 The Green, STE 4347, Dover, Delaware, United States, 19901-3618
Ordinary shares
100.00
12
Stocks
2025
2024
£
£
Finished goods and goods for resale
130,533
179,119

An impairment arising of £38,924 (20 24: £7,294) due to slow-moving and obsolete stock was recognise d in cost of sales during the year.

13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
4,231,049
2,274,913
Amounts owed by group undertakings
12,460,127
7,477,994
Prepayments and accrued income
1,116,988
873,125
17,808,164
10,626,032
14
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
1,228,441
553,382
Amounts owed to group undertakings
111,079
11,935
Corporation tax
516,822
552,465
Other taxation and social security
1,135,821
383,741
Other creditors
500
500
Accruals and deferred income
4,399,043
3,204,114
7,391,706
4,706,137
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
104,112
65,695

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
15
Retirement benefit schemes
(Continued)
- 23 -

At the balance sheet date, the company was committed to make payments into the staff pension schemes of £37,645 (2024: £23,204).

16
Share-based payment arrangement

On 19 March 2025, Tampa 123 Limited issued 107,614 shares across classes C, E, F1, and F2 to employees of Tampa 789 Limited, Techex Inc and Techex Limited, being subsidiaries in the group. The share terms contain clauses that require the holders to remain employed by the group until an exit event else the awards could be forfeited. As such the directors have assessed that the shares constitute a share-based payment arrangement with a service-related vesting condition. The directors have assessed that the arrangement is “equity-settled” and will vest on a future sale of the business. As part of the share issue, recipients paid at least “fair value” for each C, E and F share.

Number of shares
2025
2024
Number
Number
Outstanding at 1 June 2024
-
0
-
0
Issued
31,614
-
0
Outstanding at 31 May 2025
31,614
-
0

This valuation determined that all the shares were issued at least at fair value and therefore the expense recognised in the year resulting from equity-settled share-based payment arrangement was £nil.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
457,000
457,000
457,000
457,000
18
Profit and loss reserves

The profit and loss reserves comprise accumulated realised profits and losses, including current year retained earnings. These reserves are available for distribution, subject to any restrictions set out in the company’s Articles of Association and applicable legislation.

19
Financial commitments, guarantees and contingent liabilities

There are fixed and floating charges over both the present and future assets of the company, including property or undertaking of the company and future cash deposits.

Loans in other group companies are secured with a cross-party guarantee between the company, Tampa 123 Limited, Tampa 456 Limited, Tampa 789 Limited, and Techex Europe Limited in favour of the lender.

TECHEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 24 -
20
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
49,443
233,593
21
Related party transactions

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.

Included in other creditors within creditors due within one year is an amount due to a shareholder of £500 (2024: £500). This is interest free and repayable on demand.

22
Ultimate controlling party

The directors consider there is no ultimate controlling party in either the current or preceding year.

23
Ultimate parent company

The company is a wholly owned subsidiary undertaking of Tampa 123 Limited which is the ultimate parent company incorporated in Great Britain.

The largest group in which the results of the company are consolidated is that headed by Tampa 123 Limited. No other group financial statements include the results of the company. The consolidated financial statements of the group can be obtained from Capital Building, Tyndall Street, Cardiff, United Kingdom, CF10 4AZ.

The company is a wholly owned subsidiary of Techex Europe Limited which is the immediate parent company incorporated in Great Britain.

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