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Registration number: 08964060

Sword Charteris Limited Annual Report and Financial Statements for the Year Ended 31 December 2025
Brebners Chartered Accountants & Statutory Auditor 130 Shaftesbury Avenue London W1D 5AR

Sword Charteris Limited

Contents

Company Information | 1
Strategic Report | 2 to 6
Directors' Report | 7
Statement of Directors' Responsibilities | 8
Independent Auditor's Report | 9 to 12
Statement of Income and Retained Earnings | 13
Statement of Financial Position | 14
Notes to the Financial Statements | 15 to 22

Sword Charteris Limited

Company Information

Directors | J F Mottard K Moreton O Slamenkaite

Registered office | Staines One Station Approach Staines-upon-Thames United Kingdom TW18 4LY

Auditor | Brebners Chartered Accountants & Statutory Auditor 130 Shaftesbury Avenue London W1D 5AR

Sword Charteris Limited

Strategic Report for the Year Ended 31 December 2025

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

Principal activity

The principal activity of the company is that of an investment holding company.

Fair review of the business

The directors are satisfied with the performance of the company for the year which is in line with management's expectations.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2025 | 2024
Investments | £ | 37,732,932 | 34,139,644

The group seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of its business. It believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn ensures the delivery of its core objectives of sustained real growth in revenue and profitability.
In a group this size, the directors consider there are collectively numerous non-financial performance indicators but no individual indicator is more important than any other.

Principal risks and uncertainties

The Sword Charteris Group of companies specialise in the provision of IT Business Solutions to various vertical markets.
Sword Charteris is itself a holding company with no trading activity hence the only real risk linked to this legal entity is related to detrimental exchange rate movements on the Euro denominated loans which have been provided by Sword Group in order to help finance the acquisitions that have been made by Sword Charteris Limited.

Financial instruments

Objectives and policies

The company uses basic financial instruments, other than derivatives, comprising bank balances, and various other items such as debtors, trade creditors and amounts payable to group undertakings. The main purpose of these instruments is to raise funds for and finance the company's operations.
It is and has been throughout the year under review, the company’s policy that no trade in non-basic financial instruments shall be undertaken.
The company does not enter into any formal hedging arrangements.

Sword Charteris Limited

Strategic Report for the Year Ended 31 December 2025

Price risk, credit risk, liquidity risk and cash flow risk

Liquidity, credit, price and cash flow risks are managed by the directors on a constant basis to ensure the company maintains adequate cash flows to serve its working capital requirements.
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are largely conducted in sterling.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimising such losses by authorisation of credit terms to debtors who demonstrate an appropriate payment history and satisfy credit worthiness procedures.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing cash generation by its operations and ensuring regular monitoring of amounts outstanding for both time and credit limits in other debtors.
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variable rate debt. The company manages this risk, where significant, and does not maintain any derivatives or complex financial instruments as explained above.

Section 172(1) statement

The Companies (Miscellaneous Reporting) Regulations 2018 require the directors to explain how they considered the interest of key stakeholders as set out in sections 172(1) (A) to (F) of the Companies Act 2006 when performing their duty to promote the success of the company. The following paragraphs summarise how the directors fulfil their duties.

Long term decision making

In light of the kind of activities undertaken by the company's trading subsidiaries and the type of contracts they implements, the company's trading subsidiaries have been structurally adapted to streamline its operational management.
Organised into profit centres: the company's trading subsidiaries has been structured as specialized, autonomous business units, each with its own management. Each specialized business unit is a profit centre and is responsible for its own operational management and financial performance.
Project knowledge and expertise: managers in charge of specialized business units have technical training in computer sciences and all have extensive experience in IT project management. Most of them are experts in their own field of competence.
Technical management: each business unit relies on its own internal technical competencies as well as being able to call upon specialist technical competencies elsewhere in the group if necessary.
A specialist commercial approach: the sales force tend to have a strong technical background and are specialists in the field in which the Business Unit operates. This allows them to propose sound technical solutions which address our clients real business problems. This company oversees the operations of its trading subsidiaries.

Sword Charteris Limited

Strategic Report for the Year Ended 31 December 2025

Looking after people and the group's employees

Most of the company’s trading subsidiaries' employees and sub-contractors have strong professional qualifications. The company provides its staff members with a wide range of tools and training to facilitate the continued development of the staff.
The wider Sword Group has many centralised knowledge sharing repositories that allow teams from across the organisation to independently access relevant information and the right specialists where appropriate.
Facilities available across the group:
Laptops for mobile workers, with external access to the Sword information system; all staff members have one or two additional monitors for their laptops to ensure greater comfort when working, state-of-the-art collaborative tools (e-mail messaging, instant messaging, collaborative spaces, standardized document reference systems, professional HR tools, customer relationship management tools, each Group site is equipped with video conference rooms), and quality work environment: Offices are organized into small project teams. Access to management is also ensured by the geographic proximity of offices.
The company operates a very flat hierarchy ensuring all employees are involved in the day to day activities of the business as well as its future strategy. Monthly meetings are held at the Business Unit level in order to discuss and share:
Results and outlook for the individual Business Unit and the entire Group along with its strategical direction, current and future sales opportunities and forward looking strategy, and a comprehensive review of current projects, difficulties encountered and successes.
The company's trading subsidiaries are specialised IT Services and Software companies.
The Sword Group's most valuable asset is its people, their expertise, training and knowledge.

The wider Sword Group has people at the centre of its culture and ethos and pays special attention to fostering an environment in which the employees feel valued and motivated to further their own personal and professional development. Internal strategies have been put in place to ensure the Sword Group can:
• Maintain skills and pool knowledge through the implementation of training and knowledge capitalisation and sharing processes. These processes are consistent with the specific features of each of our business units and make it possible to ‘grow’ our staff members to become specialists in their field. To do this, the various educational means provided by the company include:
- Specialized and general documentary assets,
- Tutorial references for each speciality,
- Support for new staff members in the form of mentoring and sponsorship, and
- Implementation of on-line or external training, implementation of certification programs.
• Maintaining team motivation throughout the term of a contract based primarily on an organization in small-size business units, strong involvement by management in the business unit, internal mobility and personalized training plans,
• Change management: induction and departure of a new staff member in a team taking account of the project’s constraints and objectives.
As such, the Sword Group is constantly investing in training with a large proportion of its employees having undergone internal or external training.
The company's trading subsidiaries offers a number of facilities to enable staff members to develop a better balance between work, family commitments and leisure time.
• The possibility for staff members to access sports facilities,
• Flexible working practices,
• Geographic mobility and opportunities to travel if desired, and
• Sword's international presence also allows staff members to be offered international opportunities.

Sword Charteris Limited

Strategic Report for the Year Ended 31 December 2025

Fostering relationships with suppliers, customers and others

To meet the strategic challenges of its clients, the requirements of adapting their technological environments and the needs of evolving business processes, the wider Sword Group is structured into specialised Business Units.
The wider Sword Group provides its customers with proximity, high added-value specialist know-how and an optimised economic approach.
The Sword Group requires all of its stakeholders and partners to comply strictly with the laws and regulations in force in the countries in which they operate, as well as a commitment to collaborate with the Group in implementing compliance with the principles set out in the Group’s Ethics Charter, and if necessary, to take any appropriate corrective measures as part of a continuous improvement process. The company expects its stakeholders and partners to take all reasonable steps to ensure that its own suppliers and subcontractors comply with the terms of this Charter. Sword Group undertakes to comply with this responsible purchasing charter for suppliers, subcontractors and independent contractors and to promote transparency and dialogue with its partners.
The on-going pursuit of excellence and leadership by Sword is developed in line with the company and group’s founding values: respect, rigour and involvement.

Impact on the community and the environment

Sword Group's Social Responsibility is to consider the company not only as a place of production and a profit centre, but also as having a responsibility for the community and the environment.
The company is committed to:
• Applying the precautionary approach to environmental problems,
• Undertaking initiatives to promote greater environmental responsibility, and
• Promoting the development and dissemination of environmentally friendly technologies.
This general framework is applied through various actions adapted to the specificities of the Sword Group, its businesses, its employees and its subsidiaries.
The group’s investment is not restricted to staff training; it also takes the form of outreach to universities and engineering schools throughout the world and especially presentations and partnerships in the United Kingdom with the University of Aberdeen, the Robert Gordon University, the University of Strathclyde.

Sword Charteris Limited

Strategic Report for the Year Ended 31 December 2025

Maintaining reputation for high standards of business conduct

In 2011, the Sword Group joined the United Nations Global Compact, committing to 10 principles related to human and labour rights, the environment and corruption.
Through this membership, the company wishes to show that it is a good corporate citizen in the global economy. The choice of the Global Compact was made because it guarantees a globally recognised framework and sustainability. Sword Group ensures that the 10 principles of the United Nations Global Compact are respected:
Universal Declaration of Human Rights:
• Businesses should support and respect the protection of international human rights law within their sphere of influence, and
• make sure that their own companies are not complicit in human rights abuses.
International Labour Organisation Declaration on Fundamental Principles and Rights at Work:
• Companies should respect the freedom of association and recognise the right to collective bargaining,
• The elimination of all forms of forced or compulsory labour,
• The effective abolition of child labour, and
• The elimination of discrimination in employment and occupation.
Rio Declaration on Environment and Development:
• Apply the precautionary approach to environmental problems,
• Undertake initiatives to promote greater environmental responsibility, and
• Promote the development and dissemination of environmentally friendly technologies.
United Nations Convention against Corruption:
• Companies are urged to take action against corruption in all its forms, including extortion and bribery.
The Sword Group is committed to transforming its organisation to improve its environmental policy, its social and societal commitments, and the protection and security of its data (RGPD, BCR, BCP).
The Board of Directors at ultimate parent level was strengthened and will continue to evolve to move towards greater parity and to increase the proportion of independent members.

The Board of Directors at ultimate parent level was strengthened and will continue to evolve to move towards greater parity and to increase the proportion of independent members.

The need to act fairly as between members of the company

The company has taken steps to empower managers and business unit directors across the company's trading subsidiaries by giving them accountability and control over their respective areas and to ensure that they are rewarded for their achievements.

Future developments

The principal activity and trading performance of the company and group is expected to remain consistent for the foreseeable future.

Approved by the Board on 4 June 2026 and signed on its behalf by:

.........................................
O Slamenkaite
Director

Sword Charteris Limited

Directors' Report for the Year Ended 31 December 2025

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

Directors of the company

The directors who held office during the year were as follows:

J F Mottard

K Moreton

O Slamenkaite

Information included in the Strategic Report

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's Strategic Report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' Report. It has done so in respect of future developments and financial instruments.

Directors' liabilities

As permitted by Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved by the director on 4 June 2026 and signed by:

.........................................
O Slamenkaite
Director

Sword Charteris Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | 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.

Sword Charteris Limited

Independent Auditor's Report to the Members of Sword Charteris Limited
for the Year Ended 31 December 2025

Opinion

We have audited the financial statements of Sword Charteris Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, 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 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Sword Charteris Limited

Independent Auditor's Report to the Members of Sword Charteris Limited
for the Year Ended 31 December 2025

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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities (set out on page 8), 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.

Sword Charteris Limited

Independent Auditor's Report to the Members of Sword Charteris Limited
for the Year Ended 31 December 2025

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:
Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006), UK corporate taxation laws and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
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, collusion, omission, misrepresentation or forgery.

Sword Charteris Limited

Independent Auditor's Report to the Members of Sword Charteris Limited
for the Year Ended 31 December 2025

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Darren Bond (Senior Statutory Auditor)
For and on behalf of
Brebners, Statutory Auditor
130 Shaftesbury Avenue
W1D 5AR

5 June 2026

Sword Charteris Limited

Statement of Income and Retained Earnings for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover |  | - | -
Administrative expenses |  | (257,220) | (212,622)
Operating loss | 3 | (257,220) | (212,622)
Other interest receivable and similar income | 4 | 4,960,805 | 2,001,978
Interest payable and similar charges | 5 | (554,366) | (660,502)
|  | 4,406,439 | 1,341,476
Profit before tax |  | 4,149,219 | 1,128,854
Taxation | 8 | 104,402 | 120,440
Profit for the financial year |  | 4,253,621 | 1,249,294
Retained earnings brought forward |  | 16,201,275 | 14,951,981
Retained earnings carried forward |  | 20,454,896 | 16,201,275

Sword Charteris Limited

Statement of Financial Position as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 9 | 37,732,932 | 34,139,644
Current assets |  |  |
Debtors | 10 | 672,202 | 200,729
Cash at bank and in hand |  | 13,258 | 309,955
|  | 685,460 | 510,684
Creditors: Amounts falling due within one year | 12 | (15,890,441) | (16,375,998)
Net current liabilities |  | (15,204,981) | (15,865,314)
Net assets |  | 22,527,951 | 18,274,330
Capital and reserves |  |  |
Called up share capital |  | 2,041 | 2,041
Share premium reserve | 14 | 2,071,014 | 2,071,014
Retained earnings | 14 | 20,454,896 | 16,201,275
Shareholders' funds |  | 22,527,951 | 18,274,330

Approved and authorised by the Board on 4 June 2026 and signed on its behalf by:

......................................................................

O Slamenkaite

Director

Company registration number: 08964060

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Staines One Station Approach
Staines-upon-Thames
TW18 4LY
United Kingdom

The principal activity of the company is that of an investment holding company.

2 | Accounting policies

Statement of compliance

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.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Summary of disclosure exemptions

The entity satisfied the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Sword Group SE, which can be obtained from sword-group.com/investors. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) No disclosure has been given for the aggregate remuneration of key management personnel.

Group accounts not prepared

The Financial Statements contain information about Sword Charteris Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under Section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Sword Group SE, a company incorporated in Luxembourg.

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Going concern

This is a non-trading holding company, the company generated a profit for the year as a result of exchange gains, inter-group dividends and interest on inter-company debt. The company had net assets as at 31 December 2025 of £22,527,951.
The underlying assets held by Sword Charteris Limited have all performed strongly during the year and have the potential to make dividend payments as and when required to ensure Sword Charteris Limited can meet any financial requirements which may arise.
On the basis of the above, and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operation existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainty may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Judgements and estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Contingent consideration

The company has acquired businesses for which part of the consideration is contingent on future performance over a multi-year earn-out period. A financial liability for contingent consideration has been recognised as management has applied judgement and concluded that in each case a payment is probable and that a reliable estimate can be made. The key assumption applied in estimating the related liability is the expected performance of the acquired businesses against their respective earn-out targets. The liability is measured at the present value of the estimated future payment(s) using a discount rate that reflects the conditions at each acquisition date. As part of the acquisition process, a forecast is prepared of the financial performance of each business over the relevant earn-out period. These forecasts are regularly reviewed and updated based on actual performance of the acquired businesses following the transaction. The liability recognised for contingent consideration, which reflects the time value of money, is disclosed in note 12.

Significant judgements

Other than those involving estimations there are no judgements that management have made in the process of applying the entity's accounting policies that have a significant effect on the amounts recognised in the financial statements.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Income Statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments
Objectives and policies
The company's principal financial instruments comprise bank balances, bank overdrafts, trade and other creditors, trade debtors, loan and hire purchase agreements. The main purpose of these instruments is to raise funds for and finance the company's operations.

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Price risk, credit risk, liquidity risk and cash flow risk
Due to the nature of the financial instruments used by the company there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments concerned is shown below.
In respect of the bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. The company has loan facilities which are continually monitored, with the compliance with all relevant covenants prioritised.
In respect of other loans these are from financial institutions. The interest rates are tied to LIBOR and the group manages the liquidity risk by ensuring there are sufficient funds to meet the payments.
The group has entered into a significant number of hire purchase agreements. This liquidity risk in respect of these is managed in the same way as loans.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts falling due.

3 | Operating loss

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Foreign exchange gains | - | (4,802)

4 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on bank deposits | 44,045 | -
Dividend income | 4,916,760 | 2,000,000
Interest income on loans | - | 1,978
| 4,960,805 | 2,001,978

5 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest expense on other finance liabilities | 554,366 | 660,502

6 | Staff Numbers

The average number of persons employed by the company during the year, was 0 (2024 - 0).

7 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 6,600 | 6,350
Other fees to auditors |  |
Corporation tax compliance services | 1,250 | 1,200

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

8 | Taxation

Tax charged/(credited) in the income statement

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | (165,635) | (197,471)
UK corporation tax adjustment to prior periods | 197,471 | 248,888
| 31,836 | 51,417
Subvention payment | (136,238) | (171,857)
Tax receipt in the income statement | (104,402) | (120,440)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the hybrid rate of corporation tax in the UK) of 25%.
The standard rate of UK corporation tax is 25% from 1 April 2023.
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 4,149,219 | 1,128,854
Corporation tax at standard rate | 1,037,305 | 282,214
Effect of expense not deductible in determining taxable profit | 60,082 | 16,942
Dividend receivable exempt from taxation | (1,229,190) | (500,000)
Increase in current tax from adjustment for prior periods | 61,233 | 77,032
Other tax effects for reconciliation between accounting profit and tax expense | (33,832) | 3,372
Total tax credit | (104,402) | (120,440)

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

9 | Investments

| 2025 £ | 2024 £
Investments in subsidiaries | 37,732,932 | 34,139,644

Subsidiaries | £
Cost or valuation
At 1 January 2025 | 34,139,644
Additions | 3,658,288
Disposals | (65,000)
At 31 December 2025 | 37,732,932
Carrying amount
At 31 December 2025 | 37,732,932
At 31 December 2024 | 34,139,644

DETAILS OF UNDERTAKINGS |  |  |  |
Undertaking | Registered Office | Holding |  | 2025 | 2024
AAA Group Limited | Suite 3, Third Floor, H1, Hill Of Rubislaw, Aberdeen, Scotland, AB15 6BY | Ordinary £0.01 |  | 100% | 0%
Aberdeen Appointments Agency Limited* | Suite 3, Third Floor, H1, Hill Of Rubislaw, Aberdeen, Scotland, AB15 6BY | Ordinary £1 |  | 100% | 0%
Sword IT Solutions Limited | Staines One Station Approach, Staines-upon-Thames, TW18 4LY, England and Wales | Ordinary £0.01 |  | 99.5% | 99.5%
Sword ITS LLC* | 2925 Richmond Avenue, 14th Floor, Houston, TX 77098, USA | Ordinary $1 |  | 99.5% | 99.5%
DataCo Netherlands B.V.* | Sir Winston Churchill 299a, 2288 DC, Rijswijk, Netherlands | Ordinary €1 |  | 99.5% | 99.5%
Onsite Information Management PTY Ltd* | Level 18, 197 St Georges Terrace, Perth, WA 6000 | Ordinary 1 AUD |  | 99.5% | 99.5%
Sword IT Arabia Ltd* | Olaya Street, Al Nemer Center, 2nd Floor, Office 212 Riyadh 11372, Saudi Arabia | Ordinary 1 SAR |  | 99.5% | 99.5%
IACS Consulting Limited | Suite 3, Third Floor, H1, Hill Of Rubislaw, Aberdeen, Scotland, AB15 6BY | Ordinary £1 |  | 100% | 100%
Ping Network Solutions Limited | 3 Dove Wynd, Strathclyde Business Park, Bellshill, Scotland, ML4 3FB | Ordinary £0.10 |  | 100% | 100%
Phusion IM Limited | 16 Earls Nook, Belasis Business Park, Billingham, Cleveland, TS23 4EF | Ordinary £1 |  | 100% | 100%

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

iDelta Limited | Suite 3, Third Floor, H1, Hill Of Rubislaw, Aberdeen, Scotland, AB15 6BY | Ordinary £1 |  | 100% | 0%

*Denotes companies that are indirect subsidiaries.
The company is not required to disclose the aggregate capital and reserves, and the profit and loss account under the Companies Act 2006 for the principal subsidiary undertakings as it is exempt by virtue of Section 401 of the Companies Act 2006 from preparing group accounts as it is part of a larger group preparing consolidated accounts. The information in the financial statements for the company only.
AAA Group Limited is an investment holding company.
Aberdeen Appointments Agency Limited is a recruitment agency.
The remaining subsidiary companies' principal activities are related to software and IT consultancy.

10 | Debtors

| 2025 £ | 2024 £
Other debtors | 506,607 | 3,257
Corporation tax asset | 165,595 | 197,472
| 672,202 | 200,729

11 | Cash and cash equivalents

| 2025 £ | 2024 £
Cash at bank | 13,258 | 309,955

12 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Amounts due to related parties | 14,970,715 | 16,182,529
Other payables | 911,876 | 185,919
Accruals | 7,850 | 7,550
| 15,890,441 | 16,375,998

13 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary Shares of £1 each | 2,041 | 2,041 | 2,041 | 2,041

Sword Charteris Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

14 | Reserves

The share premium account contains the premium arising on issue of equity shares, net of issue expenses.

The profit and loss account includes all current and prior retained earnings and accumulated losses.

15 | Related party transactions

Amounts due to and from group undertakings at 31 December 2025 are aggregated as permitted by FRS 102 and shown separately in debtors and creditors.
In accordance with FRS 102 paragraph 33.1A exemption is taken not to disclose transactions in the year between wholly owned group undertakings.

16 | Parent and ultimate parent undertaking

The company's immediate parent is Sword Soft Limited, incorporated in England and Wales.

Ultimate control vests with Sword Group SE. Sword Group SE produces financial statements available for public use.
Sword Group SE, whose registered office is situated at Route d'Arlon 2-4, L-8399 Windhof, Luxembourg is the parent of the largest and smallest group preparing consolidated financial statements incorporating the results of the company.