REGISTERED NUMBER: SC476613 (Scotland)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

EMTEC GROUP MANAGEMENT LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

6

Statement of Financial Position

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

M J Clinch

A T McKenzie

W Ottilinger

S P Stevenson

REGISTERED OFFICE:

29 Brandon Street

Hamilton

South Lanarkshire

ML3 6DA

REGISTERED NUMBER:

SC476613 (Scotland)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of group services.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M J Clinch

A T McKenzie

W Ottilinger

S P Stevenson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 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.

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 company'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 company's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S P Stevenson - Director

13 May 2026

Opinion

We have audited the financial statements of Emtec Group Management Ltd (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

- We identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, employment and data protection;

- We assessed the extent of compliance with the laws and regulations identified above through making enquires of management and inspecting legal correspondence;

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assess the susceptibility of material misstatement within the Company's financial statements, including obtaining an understanding of how fraud might occur by:

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

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

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

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- Investigated the rationale behind any significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Reading the minutes of meetings of those charged with governance;

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

- Reviewing correspondence.

Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

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.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

19 May 2026

TURNOVER

249,910

230,855

Administrative expenses

(2,621,646

)

(2,202,522

)

(2,371,736

)

(1,971,667

)

Other operating income

2,451,712

2,252,428

OPERATING PROFIT

79,976

280,761

Interest receivable and similar income

13,285

3,147

PROFIT BEFORE TAXATION

93,261

283,908

Tax on profit

4

(18,062

)

(86,731

)

PROFIT FOR THE FINANCIAL YEAR

75,199

197,177

OTHER COMPREHENSIVE INCOME

Revaluation of land and buildings

-

64,604

Income tax relating to other comprehensive income

-

(12,231

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

52,373

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

75,199

249,550

FIXED ASSETS

Intangible assets

5

114,698

25,367

Tangible assets

6

1,420,741

1,442,224

1,535,439

1,467,591

CURRENT ASSETS

Debtors

7

5,334,507

2,461,100

Cash at bank

123,219

413,853

5,457,726

2,874,953

CREDITORS

Amounts falling due within one year

8

(5,609,180

)

(3,028,388

)

NET CURRENT LIABILITIES

(151,454

)

(153,435

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,383,985

1,314,156

PROVISIONS FOR LIABILITIES

10

(245,336

)

(250,706

)

NET ASSETS

1,138,649

1,063,450

CAPITAL AND RESERVES

Called up share capital

100

100

Revaluation reserve

683,633

683,633

Retained earnings

454,916

379,717

1,138,649

1,063,450

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

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

S P Stevenson - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

100

182,540

631,260

813,900

Changes in equity

Total comprehensive income

-

197,177

52,373

249,550

Balance at 31 December 2024

100

379,717

683,633

1,063,450

Changes in equity

Total comprehensive income

-

75,199

-

75,199

Balance at 31 December 2025

100

454,916

683,633

1,138,649

1.	STATUTORY INFORMATION

Emtec Group Management Ltd is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The company owes £3,295,223 (2024 - £2,080,441) to the parent company. Treasury management arrangements are in place across the wider group to support with cash requirements. Emtec Group Limited, as group parent, has confirmed that group balances will not be sought to the detriment of any of the subsidiary entities in the forecast period.

The Directors continue to adopt the going concern basis when preparing the financial statements. In making their assessment the Directors have considered a period of at least 12 months from the date of signature of these financial statements.

RELATED PARTY EXEMPTION

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.

TURNOVER, OTHER OPERATING INCOME AND REVENUE RECOGNITION

Turnover and other operating income is derived from the various management activities the company provides to the group.

Turnover and other operating income therefore represents the fair value of services supplied, net of discounts and excluding value added tax, and is recognised at the point that the company obtains the right to consideration.

INTANGIBLE ASSETS

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

-

20% per annum on cost

Computer equipment

-

20% per annum on cost

At each statement of financial position date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Land and buildings are not depreciated but are instead subject to regular revaluations to ensure they are reflected at fair value.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case

of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 statement of financial position date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 31 (2024 - 29 ) .

4.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

(9,554

)

9,934

Group relief - prior year

-

6,075

Group relief

32,986

67,362

Total current tax

23,432

83,371

Deferred tax

(5,370

)

3,360

Tax on profit

18,062

86,731

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2025.

2024

Gross

Tax

Net

£

£

£

Revaluation of land and buildings

64,604

(12,231

)

52,373

5.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 January 2025

25,367

Additions

91,275

At 31 December 2025

116,642

AMORTISATION

Amortisation for year

1,944

At 31 December 2025

1,944

NET BOOK VALUE

At 31 December 2025

114,698

At 31 December 2024

25,367

6.	TANGIBLE FIXED ASSETS

Fixtures

Heritable

and

Computer

property

fittings

equipment

Totals

£

£

£

£

COST OR VALUATION

At 1 January 2025

1,330,000

286,268

2,435

1,618,703

Additions

-

-

1,333

1,333

At 31 December 2025

1,330,000

286,268

3,768

1,620,036

DEPRECIATION

At 1 January 2025

-

176,357

122

176,479

Charge for year

-

22,107

709

22,816

At 31 December 2025

-

198,464

831

199,295

NET BOOK VALUE

At 31 December 2025

1,330,000

87,804

2,937

1,420,741

At 31 December 2024

1,330,000

109,911

2,313

1,442,224

Cost or valuation at 31 December 2025 is represented by:

Fixtures

Heritable

and

Computer

property

fittings

equipment

Totals

£

£

£

£

Valuation in 2018

826,000

-

-

826,000

Valuation in 2024

64,604

-

-

64,604

Cost

439,396

286,268

3,768

729,432

1,330,000

286,268

3,768

1,620,036

If hertable land and buildings had not been revalued it would have been included at the following historical cost:

2025

2024

£

£

Cost

439,936

439,936

Value of land in freehold land and buildings

75,000

75,000

The property valuation by the directors of £1.3m on 31 December 2025 was considered to be broadly in line with the most recent external valuation of £1.3m by Whyte & Barrie in January 2023.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

4,920,874

1,819,364

Amounts owed by group undertakings

-

186,109

Other debtors

413,633

455,627

5,334,507

2,461,100

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

1,580,225

351,949

Amounts owed to group undertakings

3,295,223

2,080,441

Taxation and social security

561,771

335,478

Other creditors

171,961

260,520

5,609,180

3,028,388

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

2,775

8,486

Between one and five years

-

2,122

2,775

10,608

10.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

22,685

28,055

Other timing differences

222,651

222,651

245,336

250,706

Deferred

tax

£

Balance at 1 January 2025

250,706

Credit to Income Statement during year

(5,370

)

Deferred tax on revaluation

Balance at 31 December 2025

245,336

11.	ULTIMATE CONTROLLING PARTY

The ultimate parent company undertaking is Fr. Sauter Ag. and consolidated financial statements may be obtained from its registered office at 55 Im Surinam, Basel, Switzerland.

The immediate parent company is Emtec Group Limited which is registered in Scotland. Copies of this company's financial statements can be obtained from its registered office at 29 Brandon Street, Hamilton, ML3 6DA