REGISTERED NUMBER: 15078455 (England and Wales)

VESPER TECHNOLOGIES HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

A J Kaye

P B Kaye

REGISTERED OFFICE:

Unit 5, Rugby Park

Bletchley Road

Heaton Mersey

Stockport

Cheshire

SK4 3EJ

REGISTERED NUMBER:

15078455 (England and Wales)

AUDITORS:

Murray Smith LLP

Chartered Accountants

Statutory Auditors

Darland House

44 Winnington Hill

Northwich

Cheshire

CW8 1AU

The directors present their strategic report of the company and the group for the year ended 30 April 2025.

REVIEW OF BUSINESS

The Group is a specialist system integrator focused on delivering innovative server, network, and storage solutions. The business is hardware centric, and its activities are focused within the data centre including use cases such as cloud computing, high-performance computing, artificial intelligence, and machine learning.

The Group's customers are typically large or very regular consumers of hardware as the value in the solutions that the Group provides are typically realised with scale. Often, they are either large enterprises or organisations whose primary business is in the provision of services based on the infrastructure provided such as managed service providers and hosting organisations. During the year the Group has continued to invest in its core competencies which are system design, assembly, setup, test, distribution, deployment, and support, all of which are facilitated at rack scale.

The Group is an agile, reactive organisation based in Manchester but with a long track-record of deploying solutions globally using sound project management and a strong in-house logistics capability.

FINANCIAL POSITION AND PERFORMANCE

The financial position of the Group as at 30 April 2025 is shown by the Consolidated Balance Sheet on page 10, with trading results shown in the Income Statement shown on page 8 and the Cash Flow Statement on page 14.

The Group generated a significant increase in turnover during the financial year - turnover increased to £142.6m (2024: £66.0m). The Directors see this increase as an indication of the high level of confidence that customers and vendors have in the Group's capabilities and its ability to deliver large, complicated solutions.

While turnover for the year was exceptionally strong, this performance was driven by specific circumstances that are not expected to continue. Accordingly, the Directors expect turnover in the next financial year to revert to a lower level that is consistent with the Group's sustainable underlying rate of growth.

Operating Profit for the financial year was £3.3m (2024: £1.9m).

Shareholders' funds at 30 April 2025 were £4.6m (2024: £4.4m), with the Balance Sheet showing gross assets of £11.6m (2024: £9.6m), which included a cash balance of £3.1m (2024: £1.2m). The Group was able to finance its trading activities internally and was free from significant external debt throughout the financial year. As a result, the directors consider the Group to be well placed to fund the future growth of the business.

PRINCIPAL RISKS AND UNCERTAINTIES

There are a number of potential risks and uncertainties which could have a material impact on the Group, the most significant of which are identified below. These risks and uncertainties are monitored on an ongoing basis with the objective of taking steps to mitigate any potential impact.

Liquidity risk

The directors are confident that the working capital of the Group was closely monitored and managed throughout the financial year, with the objective of ensuring that adequate cash balances to finance trading activities and growth were always available.

Credit risk

The Group maintains policies to ensure that credit checks are performed on potential and existing customers and payment performance is monitored on an ongoing basis. Trade credit insurance was maintained during the financial year to assist in the mitigation of credit risk.

FUTURE DEVELOPMENTS

The directors consider that the Group is well placed to grow both turnover and profitability during the financial year to 30 April 2026.

ON BEHALF OF THE BOARD:

P B Kaye - Director

24 April 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025.

DIVIDENDS

The total distribution of dividends for the year ended 30 April 2025 was £2,313,000.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 May 2024 to the date of this report.

A J Kaye

P B Kaye

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Murray Smith LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P B Kaye - Director

24 April 2026

Opinion

We have audited the financial statements of Vesper Technologies Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 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 and Notes to the Consolidated Cash Flow Statement, 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 30 April 2025 and of the group's 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 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.

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:

The audit procedures designed to identify irregularities included:

-

Enquiry of management and those charged with governance around actual and potential litigation and claims

-

Enquiry of company staff with responsibilities for compliance matters to identify any instances of non-compliance with laws and regulations

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations

-

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, intentional misrepresentations or through collusion.

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.

Michael Benson (Senior Statutory Auditor)

for and on behalf of Murray Smith LLP

Chartered Accountants

Statutory Auditors

Darland House

44 Winnington Hill

Northwich

Cheshire

CW8 1AU

24 April 2026

TURNOVER

142,602,487

66,001,224

Cost of sales

137,375,600

62,355,280

GROSS PROFIT

5,226,887

3,645,944

Administrative expenses

1,889,279

1,797,873

OPERATING PROFIT

4

3,337,608

1,848,071

Interest receivable and similar income

38,763

51,890

3,376,371

1,899,961

Interest payable and similar expenses

5

27,494

45,023

PROFIT BEFORE TAXATION

3,348,877

1,854,938

Tax on profit

6

846,402

471,540

PROFIT FOR THE FINANCIAL YEAR

2,502,475

1,383,398

Profit attributable to:

Owners of the parent

2,502,475

1,383,398

PROFIT FOR THE YEAR

2,502,475

1,383,398

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,502,475

1,383,398

Total comprehensive income attributable to:

Owners of the parent

2,502,475

1,383,398

FIXED ASSETS

Tangible assets

9

310,453

308,166

Investments

10

-

-

310,453

308,166

CURRENT ASSETS

Stocks

11

1,060,838

2,672,142

Debtors

12

7,127,382

5,396,482

Cash at bank

3,085,726

1,222,535

11,273,946

9,291,159

CREDITORS

Amounts falling due within one year

13

6,817,012

5,036,636

NET CURRENT ASSETS

4,456,934

4,254,523

TOTAL ASSETS LESS CURRENT LIABILITIES

4,767,387

4,562,689

CREDITORS

Amounts falling due after more than one year

14

(151,709

)

(153,255

)

PROVISIONS FOR LIABILITIES

16

(65,490

)

(51,553

)

NET ASSETS

4,550,188

4,357,881

CAPITAL AND RESERVES

Called up share capital

17

200

200

Share option reserve

18

2,832

-

Retained earnings

18

4,547,156

4,357,681

SHAREHOLDERS' FUNDS

4,550,188

4,357,881

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

A J Kaye - Director

FIXED ASSETS

Tangible assets

9

-

-

Investments

10

400

400

400

400

CURRENT ASSETS

Debtors

12

2

2

NET CURRENT ASSETS

2

2

TOTAL ASSETS LESS CURRENT LIABILITIES

402

402

CAPITAL AND RESERVES

Called up share capital

17

200

200

Share option reserve

18

2,832

-

Merger reserves

18

2

2

Retained earnings

18

(2,632

)

200

SHAREHOLDERS' FUNDS

402

402

Company's (loss)/profit for the financial year

(2,832

)

200

The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2026 and were signed on its behalf by:

A J Kaye - Director

Called up

Share

share

Retained

option

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 May 2023

200

4,160,283

-

4,160,483

Changes in equity

Dividends

-

(1,186,000

)

-

(1,186,000

)

Total comprehensive income

-

1,383,398

-

1,383,398

Balance at 30 April 2024

200

4,357,681

-

4,357,881

Changes in equity

Dividends

-

(2,313,000

)

-

(2,313,000

)

Total comprehensive income

-

2,502,475

2,832

2,505,307

Balance at 30 April 2025

200

4,547,156

2,832

4,550,188

Called up

Share

share

Retained

option

Merger

Total

capital

earnings

reserve

reserves

equity

£

£

£

£

£

Changes in equity

Issue of share capital

200

-

-

-

200

Total comprehensive income

-

200

-

2

202

Balance at 30 April 2024

200

200

-

2

402

Changes in equity

Total comprehensive income

-

(2,832

)

2,832

-

-

Balance at 30 April 2025

200

(2,632

)

2,832

2

402

Cash flows from operating activities

Cash generated from operations

1

3,923,001

1,150,087

Interest paid

(14,748

)

(34,643

)

Interest element of hire purchase payments paid

(12,746

)

(10,380

)

Tax paid

(452,602

)

(572,855

)

Net cash from operating activities

3,442,905

532,209

Cash flows from investing activities

Purchase of tangible fixed assets

(115,383

)

(131,920

)

Sale of tangible fixed assets

35,500

51,000

Interest received

38,763

51,890

Net cash from investing activities

(41,120

)

(29,030

)

Cash flows from financing activities

Capital repayments in year

(61,353

)

(76,017

)

Amount introduced by directors

776,002

522,230

New HP borrowings in year

59,757

93,950

Equity dividends paid

(2,313,000

)

(1,186,000

)

Net cash from financing activities

(1,538,594

)

(645,837

)

Increase/(decrease) in cash and cash equivalents

1,863,191

(142,658

)

Cash and cash equivalents at beginning of year

2

1,222,535

1,365,193

Cash and cash equivalents at end of year

2

3,085,726

1,222,535

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

3,348,877

1,854,938

Depreciation charges

83,626

77,079

(Profit)/loss on disposal of fixed assets

(6,030

)

5,502

Share-based payment charge

2,832

-

Finance costs

27,494

45,023

Finance income

(38,763

)

(51,890

)

3,418,036

1,930,652

Decrease/(increase) in stocks

1,611,304

(579,950

)

Increase in trade and other debtors

(1,730,900

)

(2,519,129

)

Increase in trade and other creditors

624,561

2,318,514

Cash generated from operations

3,923,001

1,150,087

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 April 2025

30.4.25

1.5.24

£

£

Cash and cash equivalents

3,085,726

1,222,535

Year ended 30 April 2024

30.4.24

1.5.23

£

£

Cash and cash equivalents

1,222,535

1,365,193

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.5.24

Cash flow

At 30.4.25

£

£

£

Net cash

Cash at bank

1,222,535

1,863,191

3,085,726

1,222,535

1,863,191

3,085,726

Debt

Finance leases

(180,517

)

1,596

(178,921

)

(180,517

)

1,596

(178,921

)

Total

1,042,018

1,864,787

2,906,805

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The Group financial statements consolidate the results of the company and its subsidiary undertakings.

The company was incorporated on 17 August 2023. On 8 September 2023 a share for share exchange was effected by which the company acquired 100% of the issued share capital of Vesper Holdings Limited which owned 2 subsidiaries, Vesper Technologies Limited and Edgeware Technology Limited. On the same day Vesper Technologies Limited and Edgeware Technology Limited were transfered through a dividend in specie to Vesper Technologies Holdings Limited.

The share for share exchange has been accounted for in accordance with the principles of merger accounting contained in FRS 102, as it meets the definition of a group reconstruction. The consolidated income statement and cash flow statement combine the results of the company with its subsidiaries for the full years ended 30 April 2024 and 30 April 2025 as if the Group had been in existence for the entirety of the comparative period.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Improvements to property

-

10% on cost and 5% on cost

Plant and machinery

-

25% on cost

Fixtures and fittings

-

15% on cost

Motor Vehicles

-

20% on cost

Computer equipment

-

25% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Income Statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Cash and cash equivalents

Cash in the statement of financial position comprises cash at banks and on hand.

Financial liabilities

A financial liability is recorded at transaction price and is derecognised when the obligation under the liability is discharged or cancelled or expires.

Trade debtors

Trade debtors are recognised at cost less provision for doubtful debts. The recoverability of trade debtors is reviewed on an ongoing basis. A provision for doubtful debtors is established when collection of the full nominal amount is no longer probable. Bad debts are written off as incurred.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period, and are discounted to present value where the effect is material.

Employee benefits

(a) Wages and salaries and annual leave

Liabilities for wages and salaries and annual leave are recognised and are measured as the amount unpaid at the reporting date at current pay rates in respect of employees' services up to that date. They are expected to be settled within one year.

(b) Pensions

The Company contributes to employees' defined contribution pension schemes. Contributions are recognised in profit or loss in the period in which they become payable.

Share-based payments

Equity-settled share-based payments are measured at the fair value of the equity instruments granted at the date of grant and recognised as an expense over the vesting period, with a corresponding credit to equity.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

946,855

997,818

Social security costs

109,850

103,108

1,056,705

1,100,926

The average number of employees during the year was as follows:

2025

2024

Management

3

3

Finance

2

2

Operations

10

10

15

15