Company No: SC561820 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2026		2025
		£		£
Fixed assets
Investment property	3	315,700		315,700
Investments	4	1		1
		315,701		315,701
Current assets
Debtors	5	1,506,741		2,103,072
Cash at bank and in hand		3,590,237		2,880,451
		5,096,978		4,983,523
Creditors: amounts falling due within one year	6	( 2,985,011)		( 2,503,071)
Net current assets		2,111,967		2,480,452
Total assets less current liabilities		2,427,668		2,796,153
Net assets		2,427,668		2,796,153
Capital and reserves
Called-up share capital		1		1
Profit and loss account		2,427,667		2,796,152
Total shareholders' funds		2,427,668		2,796,153

For the financial year ending 31 March 2026 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of SM Holdco Ltd (registered number: SC561820) were approved and authorised for issue by the Director on 28 August 2026. They were signed on its behalf by:

Mr S McCann Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

SM Holdco Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Johnston Carmichael LLP, 227 West George Street, Glasgow, G2 2ND, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain items at fair value and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of stock and assets in the normal course of business.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of any provision for impairment.

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investment property

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

The fair value is determined annually by the director, on an open market value for existing use basis.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Interest in subsidiaries are initially measured at cost, which includes the purchase cost and any directly attributable expenditure.

A subsidiary is an entity controlled by the entity. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are recognised at transaction price.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2026		2025
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	1		1

3. Investment property

	Investment property
	£
Valuation
As at 01 April 2025	315,700
As at 31 March 2026	315,700

4. Fixed asset investments

Investments in subsidiaries

	2026
	£
Cost
At 01 April 2025	1
At 31 March 2026	1
Carrying value at 31 March 2026	1
Carrying value at 31 March 2025	1

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.03.2026	Ownership 31.03.2025
Payment Protection Services Limited	C/O Johnston Carmichael, 227 West George Street, Glasgow, G2 2ND	Provision of back office and administrative services	Ordinary	100.00%	100.00%

5. Debtors

	2026		2025
	£		£
Amounts owed by associates	1,389,786		902,488
Amounts owed by related parties	0		576,835
Corporation tax	261		62,747
Other debtors	116,694		561,002
	1,506,741		2,103,072

6. Creditors: amounts falling due within one year

	2026		2025
	£		£
Amounts owed to associates	0		2,472,822
Amounts owed to related parties	2,926,460		0
Other creditors	58,551		30,249
	2,985,011		2,503,071

7. Related party transactions

Transactions with owners holding a participating interest in the entity

	2026		2025
	£		£
Amounts owed to associates	0		2,472,822
Amounts due from associates	1,389,786		902,488

All loans with related parties are unsecured, interest free and have no fixed terms of repayment.

Transactions with entities in which the entity itself has a participating interest

	2026		2025
	£		£
Amounts due from / (to) own subsidiaries	(2,926,460)		576,835

All loans with subsidiaries are unsecured, interest free and have no fixed terms of repayment.

Transactions with the entity's director

	2026		2025
	£		£
Amounts owed by directors	106,694		541,002

The loan is interest free and repayable on demand.