REGISTERED NUMBER: 08124461 (England and Wales)

Financial Statements

for the Year Ended 31 December 2025

for

VADATECH LTD.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

S Karamooz

A Malcolm

REGISTERED OFFICE:

Hounsdown Business Park

Bulls Copse Road

Totton

Southampton

Hampshire

SO40 9LR

REGISTERED NUMBER:

08124461 (England and Wales)

AUDITORS:

Gravita Audit Western Limited

Chartered Accountants and Statutory Auditors

2nd Floor, South

One Castle Park

Tower Hill

Bristol

BS2 0JA

FIXED ASSETS

Tangible assets

4

2,128,103

2,100,890

CURRENT ASSETS

Stocks

5

8,197

17,370

Debtors: amounts falling due within one year

6

836,667

383,851

Debtors: amounts falling due after more than one year

6

-

2,868,459

Cash at bank and in hand

5,825,235

3,324,631

6,670,099

6,594,311

CREDITORS

Amounts falling due within one year

7

(1,087,553

)

(331,250

)

NET CURRENT ASSETS

5,582,546

6,263,061

TOTAL ASSETS LESS CURRENT LIABILITIES

7,710,649

8,363,951

PROVISIONS FOR LIABILITIES

8

(130,860

)

(133,210

)

NET ASSETS

7,579,789

8,230,741

CAPITAL AND RESERVES

Called up share capital

9

2,964,398

2,964,398

Retained earnings

4,615,391

5,266,343

SHAREHOLDERS' FUNDS

7,579,789

8,230,741

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

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2026 and were signed on its behalf by:

A Malcolm - Director

1.	COMPANY INFORMATION

Vadatech Ltd. 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.

The company's principal activity and nature of its operations is the retail of software and embedded computing solutions.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Turnover

Turnover represents the total invoice value, excluding value added tax, of sales made during the year and derives from the provision of goods and services falling within the company's ordinary activities.

Tangible fixed assets

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

Freehold property

-

2% on cost

Plant and machinery

-

33% on cost

Fixtures and fittings

-

25% on reducing balance

Computer equipment

-

33% on cost

The land included within Freehold property is not depreciated.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors and amounts due to group undertakings are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:

- It is technically feasible to complete the intangible asset so that it will be available for use or sale;

- There is an intention to complete the intangible asset and use or sell it;

- There is the ability to use or sell the intangible asset;

- The use or sale of the intangible asset will generate probable future economic benefits;

- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and

- The expenditure attributable to the intangible asset during its development can be measured reliably.

Expenditure that does not meet the above criteria is expensed as incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 5 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2025

2,460,299

39,932

107,719

30,533

2,638,483

Additions

62,986

-

9,226

1,451

73,663

Disposals

-

(11,655

)

-

-

(11,655

)

At 31 December 2025

2,523,285

28,277

116,945

31,984

2,700,491

DEPRECIATION

At 1 January 2025

374,824

39,932

95,518

27,319

537,593

Charge for year

39,309

-

4,207

2,934

46,450

Eliminated on disposal

-

(11,655

)

-

-

(11,655

)

At 31 December 2025

414,133

28,277

99,725

30,253

572,388

NET BOOK VALUE

At 31 December 2025

2,109,152

-

17,220

1,731

2,128,103

At 31 December 2024

2,085,475

-

12,201

3,214

2,100,890

5.

STOCKS

2025

2024

£

£

Finished goods and goods for

resale

8,197

17,370

6.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

739,002

45,711

Amounts owed by group undertakings

-

186,261

Other debtors

16

7,241

Tax

49,715

58,124

Prepayments and accrued income

47,934

86,514

836,667

383,851

Amounts falling due after more than one year:

Amounts owed by group undertakings

-

2,868,459

Aggregate amounts

836,667

3,252,310

Amounts owed to group undertakings that are due after more than one year related to loans provided to the parent company, Vadatech Inc. The loan bore interest at a rate of 0.5% per annum which was payable in quarterly instalments.The loan was fully repaid during the year.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

11,908

6,026

Amounts owed to group undertakings

494,099

-

Social security and other taxes

8,785

6,714

Pension creditor

1,355

-

VAT

106,383

166,914

Accruals and deferred income

465,023

151,596

1,087,553

331,250

8.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

130,860

133,210

Deferred

tax

£

Balance at 1 January 2025

133,210

Credit to Profit and loss account during year

(2,350

)

Balance at 31 December 2025

130,860

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

54,000,100

Ordinary shares

£0.01

540,001

540,001

3,800,000

Non Voting Preference shares

$1

2,424,397

2,424,397

2,964,398

2,964,398

The ordinary shares entitle the holders to receive dividends, vote on the matters of the company and receive a pro-rata share of the assets of the company on a winding up.

The preference shares, which are redeemable at the option of the company, have the same right to receive dividends as the ordinary shares. However, they do not entitle the holders to vote on matters of the company and in the event of a winding up they are only entitled to receive an amount up to the par value of their shares.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Matthew Bracher BSc FCA (Senior Statutory Auditor)

for and on behalf of Gravita Audit Western Limited

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12.	ULTIMATE CONTROLLING PARTY

The ultimate parent undertaking is Vadatech Inc., a company incorporated in the United States of America. Vadatech Inc. is controlled by S Karamooz.