REGISTERED NUMBER: 04250112 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

Somerford Associates Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr A G Davies

Mr J W Astley

Mrs P J Harrison

Mr R B Viccajee

REGISTERED OFFICE:

Park House

Church Place

Swindon

Wiltshire

SN1 5ED

REGISTERED NUMBER:

04250112 (England and Wales)

SENIOR STATUTORY AUDITOR:

Andrew Cook

AUDITORS:

Andrew R Cook Chartered Accountants

Northfield House

Shurdington Road

Bentham

Cheltenham

Gloucestershire

GL51 4UA

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

The principal activity of the company in the year under review was that of the sale of third party software and related consultancy.

REVIEW OF BUSINESS

During 2025 our revenues were £24,544,419. The reduction in revenue was primarily due to a reduction in revenue derived from advance payments of multi year agreements compared to previous years in the UK. During 2025 we welcomed our first customers to our UAE subsidiary, which generated over £1m of sales.

We entered into partnerships with Chainguard and Grafana in August 2025, both of which have moved into Gartner's Leaders quadrant in their respective market segments since our partnerships were announced. Both partnerships will expand our Dev/Ops solution set, for our target mid to large sized corporate and public sector customers. Similar personas will be interested in both solutions, so we expect to see cross sell opportunities between the customers of each vendor. We have made significant training, education and marketing investments in both partners with the expectation that both will have a positive impact on revenues in 2026 and beyond for both our UK and UAE businesses.

Our UK business made a profit in 2025, with our UAE subsidiary running at an expected loss whilst it continues to increase its revenues

PRINCIPAL RISKS AND UNCERTAINTIES

Our strategy continues to be to add value to our Customers software purchases by implementing projects utilising our own technical resources to accelerate our Customers time to value. This approach continues to require a significant investment in our team's education and vendor certifications. Whilst this investment generates short term costs for us as our staff follow their education and certification journeys, it continues to differentiate us from competitors. It provides us with the foundation to sell and deliver new use cases, which generates additional licence sales by aligning with our customers requirements We continue to develop strong working relationships with our partners to ensure we collaborate to maximise our resources for the benefit of our customers.

Employee related risks

Whilst we continue to invest in our team, we appreciate we are in a competitive market and ensure that our employment offer is competitive. We continued to deliver the majority of our services remotely in 2025, with a small proportion of the delivery onsite. We have not seen a demand for onsite services increase in 2026. We continue to monitor how our customers' staff strategies develop, and monitor our customers' requirements and amend our working practices accordingly.

Operational Risk

We regularly review our operating performance and ensure that we are utilising our resources effectively to deliver for our customers. We ensure our staffing plans align with our customer requirements.

We have a diverse customer base, including many large corporations and public sector agencies. A large proportion of our revenue is recurring in nature, with either annual or multi year agreements invoiced either annually or in advance. This recurring revenue provides us with a firm foundation to estimate future revenue expectations.

We have no debt within the business and we constantly manage our cash flow. Our cash flow processes for UAE mirror our established UK processes. We have invested to ensure that our management structure is in place to support our ongoing growth plans.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Liquidity risk

Whilst we have funded our UAE subsidiary in the early stages of its development, during 2025 it required no support funding from its UK parent. The Directors expect to be able to continue to fund future UK and UAE growth organically, without the requirement of external funds.

ON BEHALF OF THE BOARD:

Mr A G Davies - Director

9 September 2026

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

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 100,000 .

DIRECTORS

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

Mr A G Davies

Mr J W Astley

Mrs P J Harrison

Mr R B Viccajee

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Andrew R Cook Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A G Davies - Director

9 September 2026

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).

- We obtained an understanding of the legal and regulatory requirements applicable to the company financial statements or that had a fundamental effect on the operations of the company. We determined that the most significant laws included UK GAAP, UK Companies Act 2006 and taxation laws;

- We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal compliance procedures.

- We assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;-

- challenging assumptions and judgements made by management in its significant accounting estimates; and

- identifying and testing journal entries, in particular any journal entries with unusual characteristics.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Cook (Senior Statutory Auditor)

for and on behalf of Andrew R Cook Chartered Accountants

Northfield House

Shurdington Road

Bentham

Cheltenham

Gloucestershire

GL51 4UA

9 September 2026

TURNOVER

24,544,419

30,600,215

Cost of sales

19,718,226

25,087,594

GROSS PROFIT

4,826,193

5,512,621

Administrative expenses

4,808,087

4,960,437

OPERATING PROFIT

4

18,106

552,184

Interest receivable and similar income

6,046

-

PROFIT BEFORE TAXATION

24,152

552,184

Tax on profit

5

1,794

137,728

PROFIT FOR THE FINANCIAL YEAR

22,358

414,456

PROFIT FOR THE YEAR

22,358

414,456

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

22,358

414,456

FIXED ASSETS

Tangible assets

7

39,629

52,192

Investments

8

21,368

21,368

60,997

73,560

CURRENT ASSETS

Debtors

9

7,548,851

13,347,964

Cash at bank

1,214,083

493,588

8,762,934

13,841,552

CREDITORS

Amounts falling due within one year

10

6,834,615

11,845,013

NET CURRENT ASSETS

1,928,319

1,996,539

TOTAL ASSETS LESS CURRENT LIABILITIES

1,989,316

2,070,099

PROVISIONS FOR LIABILITIES

11

9,907

13,048

NET ASSETS

1,979,409

2,057,051

CAPITAL AND RESERVES

Called up share capital

12

51,000

51,000

Retained earnings

13

1,928,409

2,006,051

SHAREHOLDERS' FUNDS

1,979,409

2,057,051

The financial statements were approved by the Board of Directors and authorised for issue on 9 September 2026 and were signed on its behalf by:

Mr A G Davies - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

51,000

2,291,595

2,342,595

Changes in equity

Dividends

-

(700,000

)

(700,000

)

Total comprehensive income

-

414,456

414,456

Balance at 31 December 2024

51,000

2,006,051

2,057,051

Changes in equity

Dividends

-

(100,000

)

(100,000

)

Total comprehensive income

-

22,358

22,358

Balance at 31 December 2025

51,000

1,928,409

1,979,409

Cash flows from operating activities

Cash generated from operations

1

1,181,003

495,044

Tax paid

(6,046

)

(626,826

)

Net cash from operating activities

1,174,957

(131,782

)

Cash flows from investing activities

Purchase of tangible fixed assets

(10,630

)

(47,501

)

Amounts owed by group undertakings

(349,878

)

(259,458

)

Interest received

6,046

-

Net cash from investing activities

(354,462

)

(306,959

)

Cash flows from financing activities

Equity dividends paid

(100,000

)

(700,000

)

Net cash from financing activities

(100,000

)

(700,000

)

Increase/(decrease) in cash and cash equivalents

720,495

(1,138,741

)

Cash and cash equivalents at beginning of year

2

493,588

1,632,329

Cash and cash equivalents at end of year

2

1,214,083

493,588

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

2025

2024

£

£

Profit before taxation

24,152

552,184

Depreciation charges

23,195

13,034

Finance income

(6,046

)

-

41,301

565,218

Decrease/(increase) in trade and other debtors

6,148,989

(4,439,752

)

(Decrease)/increase in trade and other creditors

(5,009,287

)

4,369,578

Cash generated from operations

1,181,003

495,044

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,214,083

493,588

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

493,588

1,632,329

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

493,588

720,495

1,214,083

493,588

720,495

1,214,083

Total

493,588

720,495

1,214,083

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for services and software rendered, net of discounts and Value Added Tax, and in accordance with the guidelines laid out in FRS 102.

Revenue from the provision of third party software is measured when the significant risks and rewards of ownership have transferred to the buyer. Software licensing revenue is recognised (yearly in advance, as required) when the licence is despatched to the customer and there are no ongoing obligations associated with the licence. Associated maintenance revenue is recognised in the month of sale only if there are no ongoing obligations which would require the revenue to be recognised over a longer period. Maintenance revenues are also fully recognised in the month of sale where full liability for maintenance rests with the third party provider. Any associated costs relating to the provision of the software licence and maintenance revenue are provided in full in the month of sale.

Tangible fixed assets

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

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

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

Going concern

The directors have a reasonable expectation that the company has sufficient cash and reserves available to be able to continue in operational existence for a period of at least twelve months from the date of signing this report.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,796,786

3,967,910

Social security costs

537,454

453,662

Other pension costs

113,414

106,472

4,447,654

4,528,044

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

2025

2024

Sales

16

16

Marketing

5

6

Technical

34

38

Administrative

6

6

61

66

Total directors' emoluments during the year amounted to £250,295 (2024 - £182,390).

During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution schemes.

Company contributions to defined contribution pension schemes on behalf of the directors were £4,328 (2024 - £4,203).

The highest paid director received remuneration of £104,021 (2024 - £91,000).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £2,550).

.

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

23,193

13,034

Auditors' remuneration

11,050

10,350

5.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

4,935

129,111

Deferred tax

(3,141

)

8,617

Tax on profit

1,794

137,728

6.

DIVIDENDS

2025

2024

£

£

Interim

100,000

700,000

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

18,149

64,190

82,339

Additions

3,185

7,445

10,630

Disposals

-

(11,962

)

(11,962

)

At 31 December 2025

21,334

59,673

81,007

DEPRECIATION

At 1 January 2025

11,467

18,680

30,147

Charge for year

2,400

20,793

23,193

Eliminated on disposal

-

(11,962

)

(11,962

)

At 31 December 2025

13,867

27,511

41,378

NET BOOK VALUE

At 31 December 2025

7,467

32,162

39,629

At 31 December 2024

6,682

45,510

52,192

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2025

and 31 December 2025

21,368

NET BOOK VALUE

At 31 December 2025

21,368

At 31 December 2024

21,368

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Somerford Middle East Computer Systems Trading LLC

Registered office: Jebel Ali - Office 1101, 164 King of Tides Ships Limited

Nature of business: Computer Systems and Communication Software

%

Class of shares:

holding

100 Ordinary of 1,000 AED each

100.00

2025

31.12.24

£

£

Aggregate capital and reserves

(394,519

)

(314,754

)

Loss for the year

(101,020

)

(257,754

)

As a wholly owned subsidiary of Somerford Holdings Limited, registered at Park House, Church Place, Swindon, Wilts, SN1 5ED, Somerford Associates Limited has taken advantage of the exemption to prepare and deliver group accounts.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

6,858,615

13,016,693

Provision for doubtful debts

(28,889

)

(28,889

)

Amounts owed by group undertakings

668,825

318,949

Prepayments

44,540

35,451

Deposits in advance

5,760

5,760

7,548,851

13,347,964

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

6,226,422

11,266,683

Corporation tax

(85,401

)

(84,290

)

Social security and other taxes

122,782

113,265

VAT

457,731

149,920

Other creditors

-

14,002

Accrued expenses

113,081

385,433

6,834,615

11,845,013

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Provision for deferred tax

9,907

13,048

Deferred

tax

£

Balance at 1 January 2025

13,048

Provided during year

(3,141

)

Balance at 31 December 2025

9,907

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

51,000

Ordinary

£1

51,000

51,000

13.

RESERVES

Retained

earnings

£

At 1 January 2025

2,006,051

Profit for the year

22,358

Dividends

(100,000

)

At 31 December 2025

1,928,409

14.	ULTIMATE PARENT COMPANY

Somerford Holdings Limited is regarded by the directors as being the company's ultimate parent company.