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Registered number: 05495085 NAPIT SERVICES LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page Kirk LLP Chartered Accountants and Statutory Auditors Sherwood House 7 Gregory Boulevard Nottingham NG7 6LB
NAPIT SERVICES LIMITED
CONTENTS
| Page
Company Information | 1
Strategic Report | 2 - 3
Directors' Report | 4 - 6
Directors' Responsibilities Statement | 7
Independent Auditor's report to the members of NAPIT SERVICES LIMITED | 8 - 11
Profit and Loss Account | 12
Balance Sheet | 13 - 14
Statement of Changes in Equity | 15
Notes to the Financial Statements | 16 - 29
NAPIT SERVICES LIMITED
COMPANY INFORMATION
Directors | Mr M I Andrews
| Mr F Bertie
| Mr T Gray
| Mrs S J Lowe
| Mr S J Melton
| Mr L J Rhodes (appointed 9 June 2025)
Company secretary | Mrs S J Lowe
Registered number | 05495085
Registered office | L4a, 4th Floor
| Mill 3 The Business Park
| Mansfield
| NG19 8RL
Independent auditor | KPMG LLP
| Chartered Accountants
| 7th Floor,
| EastWest, Tollhouse Hill,
| Nottingham.
| NG1 5FS
Accountants | Page Kirk LLP
| Chartered Accountants
| Sherwood House
| 7 Gregory Boulevard
| Nottingham
| NG7 6LB
Page 1
NAPIT SERVICES LIMITED
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025.
Business review
NAPIT has marked another successful year in 2025, showcasing strong growth across the multiple businesses in the group. With membership now surpassing the 20,000 mark the company has not only expanded its reach but also fortified its position in the industry. In 2025, we increased our company headcount to support our business growth. The steady rise in membership has been instrumental in driving growth across various entities within the group. As the membership base expands, it naturally fuels the demand for NAPIT’s services, particularly in training, software and publications. This synergistic relationship between membership growth and business expansion underscores the effectiveness of NAPIT’s strategies in attracting and retaining members. NAPIT has made significant investments in upgrading its infrastructure. In 2024 we commenced the build of a single website - for launch in 2025 - where members and consumer will be able to source information as well as purchase all NAPIT products. In line with its commitment to providing high-quality training opportunities, NAPIT continues to invest in training development and investing in it tutors.
Principal risks and uncertainties
The principal risk to the business is the requirement to operate in accordance with the rules of the approved and authorised certification and registration schemes that it operates in, while remaining sufficiently agile to respond to both changes in Government policy and to changes across the industry. The main principal risks are: Credit risk The nature of the business is such that the debtor balance is spread over many small balances. Where the business enters arrangements that mean that an individual balance is significant, the debtor’s ability to pay is checked using a third-party credit reference agency. The business constantly reviews its debtor profile to ensure adherence to agreed payment profiles. Liquidity risk and cash flow risk The business monitors its forecasts to ensure that there is sufficient liquidity and working capital available in the short and medium term mindful of the fact that there is scope to change payments terms as memberships renew. Inflation risk The business faces the risk of increased pricing due to inflationary pressures. The business works closely with suppliers on costs to try and manage increased pricing. Employment risk NAPIT has a number of key personnel who are strategically important to the success of the business. To mitigate against the risk this creates there are succession plans in place for each of the key roles positioned as heads of departments. The business is also facing ongoing challenges with recruitment which is the case cross the economy. NAPIT is focused on employee retention and investing in the promotion of our roles externally. Page 2
NAPIT SERVICES LIMITED
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
The company considers the following financial KPIs: • Continued growth in software sales revenue year on year • Improved growth in direct revenues from publications compared with previous publication revenue cycles • Continued growth in profit before tax This report was approved by the board on 21 May 2026 and signed on its behalf.
................................................ Mrs S J Lowe Director
Page 3
NAPIT SERVICES 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.
Principal activity
The principal activity of the company is that of provision of administrative services to the NAPIT group of companies and retail of products and services externally.
Results and dividends
The profit for the year, after taxation, amounted to £4,049,543 (2024 - £2,103,008). A dividend of £4,500,000 (2024 - £250,000) was declared and paid during the year.
Directors
The directors who served during the year were:
Mr M I Andrews
Mr F Bertie
Mr T Gray
Mrs S J Lowe
Mr S J Melton
Mr L J Rhodes (appointed 9 June 2025)
Future developments
In 2025 we will continue to invest in our business infrastructure to support ongoing growth. This will include investment in new systems to improve sales processes and increases efficiencies. We plan to continue to build the team at NAPIT building by recruiting the support and expertise required, whilst also retaining key talent and upskilling the existing NAPIT team. Page 4
NAPIT SERVICES LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Going concern
NAPIT Services Limited ("the Company") is part of, and integrated into, the NAPIT Holdings Limited group ("the Group") and, in making their going concern assessment, the directors have considered the financial performance and position of the Company and the Group as a whole. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. The company meets its day to day working capital requirements from operational cash flows and intercompany loan and trading balances with the group headed by NAPIT Holdings Limited. The directors have performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements, the going concern assessment period. This assessment is dependent on its immediate parent company, NAPIT Holdings Limited, not seeking repayment of the amounts currently due to the group, which at 31 December 2025 amounted to £8,209,688. NAPIT Holdings Limited has indicated that it does not intend to seek repayment of these amounts currently due to the group, which at 31 December 2025 amounted to £8,209,688, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
The auditor, KPMG LLP were appointed during the year. The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 5
NAPIT SERVICES LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Registered office
The address of its registered office is: L4a, 4th Floor Mill 3 The Business Park Mansfield NG19 8RL This report was approved by the board on 21 May 2026 and signed on its behalf.
................................................ Mrs S J Lowe Director
Page 6
NAPIT SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern; and ∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 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 to enable them to ensure that the Company 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. Page 7
NAPIT SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NAPIT SERVICES LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025 We have audited the financial statements of NAPIT Services Limited (“the Company”) for the year ended 31 December 2025, which comprise the comprise the Profit and Loss Account, the Balance Sheet and related notes, including the accounting policies in note 2 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 or loss for the year then ended; ∙have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard, in the circumstances set out in note 1 to the financial statements. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Going concern The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period. Our conclusions based on this work: ∙we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; ∙we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation. Fraud and breaches of laws and regulations – ability to detect Identifying and responding to risks of material misstatement due to frau d To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: ∙Enquiring of directors, and inspection of policy documentation as to the Company’s high-level policies and procedures to prevent and detect fraud and the Company’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud. ∙Reading Board minutes. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. Page 8
NAPIT SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NAPIT SERVICES LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025 As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries On this audit we do not believe there is a fraud risk related to revenue recognition because it consists entirely of routine, non-complex transactions that are subject to systematic processing and pricing. We did not identify any additional fraud risks. We also performed procedures including: ∙Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to revenue and cash. Identifying and responding to risks of material misstatement related to compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors and others management (as required by auditing standards, and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, employment law, , competition law, l and certain aspects of company, tax legislation recognizing the nature of the Companies activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. Strategic report and Directors’ report The directors are responsible for the strategic and directors’ report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon. Page 9
NAPIT SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NAPIT SERVICES LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025 Our responsibility is to read the strategic and directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work: ∙we have not identified material misstatements in the directors’ report; ∙in our opinion the information given in that report for the financial year is consistent with the financial statements; and ∙in our opinion that report has been prepared in accordance with the Companies Act 2006. Matters on which we are required to report by exception Under the Companies Act 2006 we are required 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 We have nothing to report in these respects. Directors’ responsibilities As explained more fully in their statement set out on page 7, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. The purpose of our audit work and to whom we owe our responsibilities 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. Page 10
NAPIT SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NAPIT SERVICES LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025 Gareth Woods (Senior statutory auditor) for and on behalf of KPMG LLP Chartered Accountants 7th Floor, EastWest, Tollhouse Hill, Nottingham. NG1 5FS 21 May 2026 Page 11
NAPIT SERVICES LIMITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 17,452,272 | 14,920,279
Cost of sales |  | (8,306,978) | (7,737,494)
Gross profit |  | 9,145,294 | 7,182,785
Administrative expenses |  | (5,054,025) | (4,756,474)
Operating profit | 5 | 4,091,269 | 2,426,311
Tax on profit | 9 | (41,726) | (323,303)
Profit for the financial year |  | 4,049,543 | 2,103,008
All the activities of the company are from continued operations. There are no items of other comprehensive income for 2025 or 2024 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 16 to 29 form part of these financial statements.
Page 12
NAPIT SERVICES LIMITED REGISTERED NUMBER:05495085
BALANCE SHEET AS AT 31 DECEMBER 2025
| 2025 | 2025 | 2024 | 2024
Note | £ | £ | £ | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 200,919 |  | 176,911
Tangible assets | 12 |  | 100,031 |  | 105,537
|  |  | 300,950 |  | 282,448
Current assets |  |  |  |  |
Stocks | 13 | 133,350 |  | 196,775 |
Debtors: amounts falling due within one year | 14 | 11,555,243 |  | 10,057,621 |
Cash at bank and in hand | 15 | 109,224 |  | 17,553 |
|  | 11,797,817 |  | 10,271,949 |
Creditors: amounts falling due within one year | 16 | (10,370,287) |  | (8,349,076) |
Net current assets |  |  | 1,427,530 |  | 1,922,873
Total assets less current liabilities |  |  | 1,728,480 |  | 2,205,321
Provisions for liabilities |  |  |  |  |
Deferred tax | 17 | - |  | (26,384) |
|  |  | - |  | (26,384)
Net assets |  |  | 1,728,480 |  | 2,178,937
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 1 |  | 1
Profit and loss account |  |  | 1,728,479 |  | 2,178,936
|  |  | 1,728,480 |  | 2,178,937
Page 13
NAPIT SERVICES LIMITED REGISTERED NUMBER:05495085
BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 May 2026.
................................................ Mrs S J Lowe
Director
The notes on pages 16 to 29 form part of these financial statements. Page 14
NAPIT SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 1 | 325,928 | 325,929
Profit for the year | - | 2,103,008 | 2,103,008
Dividends: Equity capital | - | (250,000) | (250,000)
At 1 January 2025 | 1 | 2,178,936 | 2,178,937
Profit for the year | - | 4,049,543 | 4,049,543
Dividends: Equity capital | - | (4,500,000) | (4,500,000)
At 31 December 2025 | 1 | 1,728,479 | 1,728,480
| The notes on pages 16 to 29 form part of these financial statements.
Page 15
NAPIT SERVICES 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: L4a, 4th Floor Mill 3 The Business Park Mansfield NG19 8RL 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Summary of disclosure exemptions
The entity has taken advantage of the following disclosure exemptions: Preparing a Statement of Cash Flows, on the basis that it is a qualifying entity and the Consolidated Statement of Cash Flows included in the Group Financial Statements includes the company's cashflow. Disclosing the compensation of key management personnel as permitted by FRS 102 section 33.7A. Disclosing financial instruments as required under FRS 102 section 11.29 to 11.48A and section 12.26 and 12.29 as this information is provided in the notes to the Consolidated Financial Statements. Disclosing transactions with related parties that are members of the same group as permitted by FRS 102 section 33.1A. The Consolidated Financial Statements of TIC Holdco Limited may be obtained from the company secretary, 3 Cadogan Gate, London, United Kingdom, SW1X 0AS. Page 16
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Revenue recognition
Turnover represents amounts receivable for goods and services supplied during the year net of VAT and trade discounts. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probably that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from the provision of services is recognised in the period in which the services are provided.
| 2.4 | Going concern
NAPIT Services Limited ("the Company") is part of, and integrated into, the NAPIT Holdings Limited group ("the Group") and, in making their going concern assessment, the directors have considered the financial performance and position of the Company and the Group as a whole. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. The company meets its day to day working capital requirements from operational cash flows and intercompany loan and trading balances with the group headed by NAPIT Holdings Limited. The directors have performed a going concern assessment which indicates that, in both the base and reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements, the going concern assessment period. This assessment is dependent on its immediate parent company, NAPIT Holdings Limited, not seeking repayment of the amounts currently due to the group, which at 31 December 2025 amounted to £8,209,688. NAPIT Holdings Limited has indicated that it does not intend to seek repayment of these amounts currently due to the group, which at 31 December 2025 amounted to £8,209,688, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
| 2.5 | Leases
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.
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 17
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is provided on the following bases:
|  |  |  | Computer software | - | 25% | straight line
Page 18
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Leasehold land and buildings | - | 25% | reducing balance
|  |  |  | Plant and machinery etc | - | 25% | reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.11 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 19
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.16 | 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 payments is deferred and the time value of money is material, the initial measurement is on a present value basis.
| 2.17 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Judgements Preparation of the financial statements requires management to make significant judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from their estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future periods. No critical judgements have been identified by the directors that have been made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Key sources of estimation uncertainty Preparation of the financial statements requires management to make significant judgements and estimates. There are no significant estimates in the company's financial statements. Page 20
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Rendering of Services, UK | 2,811,545 | 2,793,654
| Sales - group recharges | 14,640,727 | 12,126,625
|  | 17,452,272 | 14,920,279
| All turnover arose within the United Kingdom.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating lease rentals | 156,275 | 108,496
6. | Auditor's remuneration
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company. All audit fees are invoiced to the parent company.
Page 21
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 5,431,098 | 5,108,627
| Social security costs | 697,137 | 563,725
| Cost of defined contribution scheme | 209,160 | 195,910
|  | 6,337,395 | 5,868,262
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 149 | 140
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 244,838 | 453,592
| Company contributions to defined contribution pension schemes | 27,781 | 25,467
|  | 272,619 | 479,059
| During the year retirement benefits were accruing to 3 directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £92,078 (2024 - £194,659).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £23,512 (2024 - £NIL).
Page 22
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 70,118 | 309,534
|  | 70,118 | 309,534
| Total current tax | 70,118 | 309,534
| Deferred tax |  |
| Origination and reversal of timing differences | (28,392) | 13,769
| Total deferred tax | (28,392) | 13,769
| Tax on profit | 41,726 | 323,303
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 4,091,269 | 2,426,311
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,022,817 | 606,578
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 948 | 380
| Capital allowances for year in excess of depreciation | 9,247 | (13,769)
| Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax | (1,864) | 2,069
| Short-term timing difference leading to an increase (decrease) in taxation | (28,392) | 13,769
| Group relief | (961,030) | (285,724)
| Total tax charge for the year | 41,726 | 323,303
Page 23
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends analysis | 4,500,000 | 250,000
|  | 4,500,000 | 250,000
11. | Intangible assets
|  | Computer software
|  | £
| Cost |
| At 1 January 2025 | 373,273
| Additions | 139,252
| At 31 December 2025 | 512,525
| Amortisation |
| At 1 January 2025 | 196,362
| Charge for the year on owned assets | 115,244
| At 31 December 2025 | 311,606
| Net book value |
| At 31 December 2025 | 200,919
| At 31 December 2024 | 176,911
Page 24
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Leasehold land and buildings | Plant and machinery etc | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 10,769 | 261,819 | 272,588
| Additions | - | 55,408 | 55,408
| Disposals | (520) | - | (520)
| At 31 December 2025 | 10,249 | 317,227 | 327,476
| Depreciation |  |  |
| At 1 January 2025 | 8,427 | 158,624 | 167,051
| Charge for the year on owned assets | 650 | 59,744 | 60,394
| At 31 December 2025 | 9,077 | 218,368 | 227,445
| Net book value |  |  |
| At 31 December 2025 | 1,172 | 98,859 | 100,031
| At 31 December 2024 | 2,342 | 103,195 | 105,537
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 133,350 | 196,775
|  | 133,350 | 196,775
Page 25
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 97,602 | 61,456
| Amounts owed by group undertakings | 10,553,947 | 9,721,737
| Other debtors | 197,780 | -
| Corporation tax repayable | 480,384 | -
| Other taxation and social security | 9,081 | -
| Prepayments and accrued income | 214,441 | 274,428
| Deferred taxation | 2,008 | -
|  | 11,555,243 | 10,057,621
| The amount owed by group undertakings are repayable on demand.
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 109,224 | 17,553
Page 26
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | - | 74,920
| Trade creditors | 191,143 | 413,986
| Amounts owed to group undertakings | 8,209,688 | 5,754,326
| Corporation tax | - | 158,144
| Other taxation and social security | 218,891 | 256,399
| Other creditors | 46,144 | 54,400
| Accruals and deferred income | 1,704,421 | 1,636,901
|  | 10,370,287 | 8,349,076
| The amount owed to group undertakings are repayable on demand. Secured creditors The company is included in a cross guarantee and debenture with Kroll Trustee Services Limited created 7 October 2024. This is held in conjunction with several associated companies within the Tic Bidco Limited group. The company is included in a cross guarantee and debenture with Kroll Trustee Services Limited created 18 July 2025. This is held in conjunction with several associated companies within the Tic Bidco Limited group. A cross guarantee and debenture with Kroll Trustee Services Limited was satisfied 18 July 2024. This was held in conjunction with several associated companies within the Tic Bidco Limited group.
Page 27
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (26,384)
| Charged to profit or loss | 28,392
| At end of year | 2,008
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | 2,008 | (26,384)
|  | 2,008 | (26,384)
18. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary shares share of £1.00 | 1 | 1
19. | Pension commitments
Defined contribution pension scheme NAPIT Services Limited operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £209,160 (2024 - £195,910). Contributions totalling £46,057 (2024 - £53,203) were payable to the scheme at the end of the year and are included in creditors. Page 28
NAPIT SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 149,780 | 99,055
| Later than 1 year and not later than 5 years | 144,421 | 166,444
|  | 294,201 | 265,499
| The amount of non-cancellable operating lease payments recognised as an expense during the period was £149,464 (2024 - £64,696).
21. | Controlling party
NAPIT Services Limited is part of the Phenna Group, the ultimate controlling party is TIC Holdco Limited, incorporated in England. The address of TIC Holdco Limited is: 3 Cadogan Gate London United Kingdom SW1X 0AS Consolidated accounts for TIC Holdco Limited win which NAPIT Services Limited is included are available from Companies House.
Page 29