Company registration number 09252651 (England and Wales)
Substance Over Form Limited
Unaudited Financial Statements
For The Period Ended 31 December 2025
Pages For Filing With Registrar
Substance Over Form Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
Substance Over Form Limited
Statement Of Financial Position
As At 31 December 2025
Page 1
31 December 2025
31 October 2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
5
32,924
25,780
Current assets
Trade and other receivables
6
1,577,654
692,515
Cash and cash equivalents
3,015,280
2,161,062
4,592,934
2,853,577
Current liabilities
7
(174,764)
(506,123)
Net current assets
4,418,170
2,347,454
Net assets
4,451,094
2,373,234
Equity
Called up share capital
1
1
Retained earnings
4,451,093
2,373,233
Total equity
4,451,094
2,373,234

For the financial period ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 26 February 2026 and are signed on its behalf by:
Jan De Spiegeleer on behalf of Riskconcile Holding BV
Director
Company registration number 09252651 (England and Wales)
Substance Over Form Limited
Notes To The Financial Statements
For The Period Ended 31 December 2025
Page 2
1
Accounting policies
Company information

Substance Over Form Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Bellegrove Road, Welling, Kent, DA16 3PG.

1.1
Reporting period

The company is reporting a period of longer than one year in order to align the year end with its new parent company. The company intends to report to 31 December each year.

1.2
Basis of preparation

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

1.3
Revenue

Revenue comprises services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

- Sale of services

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Sale of services

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Property, plant and equipment

Property, plant and equipment 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:

Fixtures, fittings & equipment
Reducing balance 25%
Computer equipment
Reducing balance 25%
Substance Over Form Limited
Notes To The Financial Statements (Continued)
For The Period Ended 31 December 2025
1
Accounting policies
(Continued)
Page 3

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.

1.5
Impairment of non-current assets

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

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

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

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

1.6
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.

1.7
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 statement of financial position 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 trade and other receivables 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.

Substance Over Form Limited
Notes To The Financial Statements (Continued)
For The Period Ended 31 December 2025
1
Accounting policies
(Continued)
Page 4
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 trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
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.

1.9
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 income statement, 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.

Substance Over Form Limited
Notes To The Financial Statements (Continued)
For The Period Ended 31 December 2025
1
Accounting policies
(Continued)
Page 5
1.10
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 non-current 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.

1.11
Retirement benefits

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

1.12
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.

3
Employees

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

2025
2024
Number
Number
Total
14
12
4
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
692,492
501,553
Substance Over Form Limited
Notes To The Financial Statements (Continued)
For The Period Ended 31 December 2025
Page 6
5
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 November 2024
44,062
Additions
19,359
At 31 December 2025
63,421
Depreciation and impairment
At 1 November 2024
18,282
Depreciation charged in the period
12,215
At 31 December 2025
30,497
Carrying amount
At 31 December 2025
32,924
At 31 October 2024
25,780
6
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
724,707
645,351
Other receivables
852,947
47,164
1,577,654
692,515
7
Current liabilities
2025
2024
£
£
Trade payables
1,200
4,532
Corporation tax
165,000
501,552
Other taxation and social security
2,707
-
0
Other payables
5,857
39
174,764
506,123
Substance Over Form Limited
Notes To The Financial Statements (Continued)
For The Period Ended 31 December 2025
Page 7
8
Operating lease commitments
As lessee

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

2025
2024
£
£
Total commitments
114,750
34,275
9
Events after the reporting date

On 30 January 2026 100% of the company's share capital was acquired by Riskconcile Holding BV.

10
Related party transactions
Transactions with related parties

During the period the company entered into the following transactions with related parties:

Sale of services
2025
2024
£
£
Other related parties
53,321
34,541

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Other related parties
2,148
-

The following amounts were outstanding at the reporting end date:

11
Directors' transactions

Dividends totalling £0 (2024 - £617,500) were paid in the period in respect of shares held by the company's directors.

A loan has been granted by the company to its director as follows:

Loans
% Rate
Opening balance
Amounts advanced
Interest charged
Closing balance
£
£
£
£
Mr E Tokarevich -
3.75
(39)
713,371
21,527
734,859
(39)
713,371
21,527
734,859
2025-12-31 2024-11-01 false false false 26 February 2026 CCH Software CCH Accounts Production 2025.300 No description of principal activity Mr Jegor Tokarevich Jan De Spiegeleer on behalf of Riskconcile Holding BV 09252651 2024-11-01 2025-12-31 09252651 2025-12-31 09252651 2024-10-31 09252651 core:OtherPropertyPlantEquipment 2025-12-31 09252651 core:OtherPropertyPlantEquipment 2024-10-31 09252651 core:CurrentFinancialInstruments core:WithinOneYear 2025-12-31 09252651 core:CurrentFinancialInstruments core:WithinOneYear 2024-10-31 09252651 core:WithinOneYear 2025-12-31 09252651 core:WithinOneYear 2024-10-31 09252651 core:CurrentFinancialInstruments 2025-12-31 09252651 core:CurrentFinancialInstruments 2024-10-31 09252651 core:ShareCapital 2025-12-31 09252651 core:ShareCapital 2024-10-31 09252651 core:RetainedEarningsAccumulatedLosses 2025-12-31 09252651 core:RetainedEarningsAccumulatedLosses 2024-10-31 09252651 bus:Director2 2024-11-01 2025-12-31 09252651 core:FurnitureFittings 2024-11-01 2025-12-31 09252651 core:ComputerEquipment 2024-11-01 2025-12-31 09252651 2023-11-01 2024-10-31 09252651 core:UKTax 2024-11-01 2025-12-31 09252651 core:UKTax 2023-11-01 2024-10-31 09252651 core:OtherPropertyPlantEquipment 2024-10-31 09252651 core:OtherPropertyPlantEquipment 2024-11-01 2025-12-31 09252651 bus:PrivateLimitedCompanyLtd 2024-11-01 2025-12-31 09252651 bus:SmallCompaniesRegimeForAccounts 2024-11-01 2025-12-31 09252651 bus:FRS102 2024-11-01 2025-12-31 09252651 bus:AuditExemptWithAccountantsReport 2024-11-01 2025-12-31 09252651 bus:Director1 2024-11-01 2025-12-31 09252651 bus:FullAccounts 2024-11-01 2025-12-31 xbrli:pure xbrli:shares iso4217:GBP