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Registered number: 14711838










SIGMA 032023 LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

 
SIGMA 032023 LIMITED
 

COMPANY INFORMATION


Directors
W Adams 
D A Hallam 
J A D Mumby 
A N Grimmett 




Registered number
14711838



Registered office
St Thomas House
Mansfield Road

Derby

DE1 3TN




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Prospect House

1 Prospect Place

Pride Park

Derby

DE24 8HG





 
SIGMA 032023 LIMITED
 

CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated balance sheet
9
Company balance sheet
10
Consolidated statement of changes in equity
11
Company statement of changes in equity
12
Consolidated statement of cash flows
13 - 14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 39


 
SIGMA 032023 LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026

Introduction
 
The principal activity of the Group during the year continued to be design and manufacture of low volume, high value, complex electronic equipment.

Business review
 
The Group’s turnover for the year to March 2026 was £18.9m (2025: £20.7m). EBITDA for the year was £1.7m (2025: £1.6m). Our order book is now continuing to grow and the 2026-2027 financial year is looking promising with many new opportunities to pursue with both new and existing customers.

Principal risks and uncertainties
 
The world has become a very volatile place, economically and geopolitically, with some unpredicted global events affecting major markets and commodities. We monitor situations as they develop and consider the impact on the group’s business. We also continue to be mindful of the wider effect on our customers’ markets and on certain supply chains. 

We saw some gradual decreases in interest rates during the year. These have stalled somewhat, following the impact of developments in the Middle East. Any future changes are likely to be small and gradual. The directors monitor the cost of existing facilities and the overall level of gearing within the business and are mindful of the potential impact that changes in interest rates will have on the cost of finance. 

The group does have an indirect risk exposure to US Dollar/Sterling exchange rates within its supply chain as currency trends and fluctuations work through to Sterling prices. Customers have been understanding where there has been a need to raise prices. The group does not currently hedge currency exposure and the directors do not see this as a major problem.

Financial key performance indicators
 
Financial key performance indicators are turnover and EBITDA before exceptional items. These are discussed in
the business review section above.


This report was approved by the board on 7 September 2026 and signed on its behalf.



D A Hallam
Director

Page 1

 
SIGMA 032023 LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026

The directors present their report and the financial statements for the year ended 31 March 2026.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £553,170 (2025 - £309,354).

During the year, the Group paid dividends of £1,000,000 (2025 - £2,452,000) were paid during the year. The directors do not recommend the payment of any further dividends in respect of the year.

Directors

The directors who served during the year were:

W Adams 
D A Hallam 
J A D Mumby 
A N Grimmett 

Future Developments

This is discussed in the business review section of the Strategic Report.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Page 2

 
SIGMA 032023 LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Auditors

Under section 487(2) of the Companies Act 2006, PKF Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 7 September 2026 and signed on its behalf.
 





D A Hallam
Director

Page 3

 
SIGMA 032023 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 LIMITED
 

Opinion


We have audited the financial statements of Sigma 032023 Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2026, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 Group's and of the Parent Company's affairs as at 31 March 2026 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent 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.


Page 4

 
SIGMA 032023 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.


Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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 Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
SIGMA 032023 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 LIMITED (CONTINUED)


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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Based on our understanding of the Group and industry, we identify the key laws and regulations affecting the Group and Company. We identified that the principal risk of fraud or non-compliance with laws and regulations related to:

∙management bias in respect of accounting estimates and judgments made;
∙management override of control;
∙posting of unusual journals or transactions

We focused on those area that could give rise to a material misstatement in the Group and Company financial statements.
Our procedures included, but were not limited to:
 
∙Enquiry of management and those charged with governance around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud.
∙Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud.
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
∙Performing audit work over the risk of management override of controls, including testing of journal entries
and other adjustments for appropriateness, evaluating the business rationale of significant transactions
outside the normal course of business and reviewing accounting estimates for bias. In particular, a review of
the stock provisions, provision for doubtful debts and the investement carrying value (see note 3).

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure
that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the
prevention and detection of fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 6

 
SIGMA 032023 LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIGMA 032023 LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





James Delve (Senior statutory auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
Prospect House
1 Prospect Place
Pride Park
Derby
DE24 8HG

8 September 2026
Page 7

 
SIGMA 032023 LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
Note
£
£

  

Turnover
 4 
18,894,380
20,670,855

Cost of sales
  
(13,554,576)
(14,990,845)

Gross profit
  
5,339,804
5,680,010

Administrative expenses
  
(4,083,971)
(4,492,387)

Other operating income
 5 
78,936
127,460

Other operating charges
  
-
(21,000)

Operating profit
 6 
1,334,769
1,294,083

Share of loss of associates
  
(64,677)
-

Total operating profit
  
1,270,092
1,294,083

Impairment of fixed asset investments
  
-
(118,934)

Income from fixed assets investments
  
-
(236)

Loss on disposal of unlisted investments
  
-
(152,034)

Interest receivable and similar income
 10 
14,164
9,142

Interest payable and similar expenses
 11 
(510,296)
(419,339)

Profit before taxation
  
773,960
612,682

Tax on profit
 12 
(220,790)
(303,328)

Profit for the financial year
  
553,170
309,354

Profit for the year attributable to:
  

Owners of the parent Company
  
553,170
309,354

  
553,170
309,354

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
553,170
309,354

  
553,170
309,354

There was no other comprehensive income for 2026 (2025:£NIL).

The notes on pages 16 to 39 form part of these financial statements.

Page 8

 
SIGMA 032023 LIMITED
REGISTERED NUMBER: 14711838

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2026

2026
2025
Note
£
£

Fixed assets
  

Intangible assets
 14 
571,490
618,236

Tangible assets
 15 
2,929,366
3,225,103

Investments
 16 
78,947
-

  
3,579,803
3,843,339

Current assets
  

Stocks
 17 
4,495,860
5,227,809

Debtors: amounts falling due within one year
 18 
5,255,508
5,967,121

Cash at bank and in hand
 19 
475,430
119,303

  
10,226,798
11,314,233

Creditors: amounts falling due within one year
 20 
(8,688,213)
(8,794,520)

Net current assets
  
 
 
1,538,585
 
 
2,519,713

Total assets less current liabilities
  
5,118,388
6,363,052

Creditors: amounts falling due after more than one year
 21 
(2,586,988)
(3,340,657)

Provisions for liabilities
  

Deferred taxation
 25 
(178,193)
(236,149)

Warranty provision
 26 
(26,146)
(12,355)

  
 
 
(204,339)
 
 
(248,504)

Net assets
  
2,327,061
2,773,891


Capital and reserves
  

Called up share capital 
 27 
103,292
103,292

Merger reserve
 28 
3,745,093
3,745,093

Profit and loss account
 28 
(1,521,324)
(1,074,494)

  
2,327,061
2,773,891


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 September 2026.




D A Hallam
Director

The notes on pages 16 to 39 form part of these financial statements.

Page 9

 
SIGMA 032023 LIMITED
REGISTERED NUMBER: 14711838

COMPANY BALANCE SHEET
AS AT 31 MARCH 2026

2026
2025
Note
£
£

Fixed assets
  

Investments
 16 
5,978,130
5,978,130

  
5,978,130
5,978,130

  

Creditors: amounts falling due within one year
 20 
(2,129,745)
(2,129,745)

Net current liabilities
  
 
 
(2,129,745)
 
 
(2,129,745)

Total assets less current liabilities
  
3,848,385
3,848,385

  

  

Net assets excluding pension asset
  
3,848,385
3,848,385

Net assets
  
3,848,385
3,848,385


Capital and reserves
  

Called up share capital 
 27 
103,292
103,292

Merger reserve
 28 
3,745,093
3,745,093

  
3,848,385
3,848,385


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 September 2026.


D A Hallam
Director

The notes on pages 16 to 39 form part of these financial statements.

Page 10

 
SIGMA 032023 LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 April 2024
103,292
3,745,093
1,068,152
4,916,537


Comprehensive income for the year

Profit for the year
-
-
309,354
309,354

Dividends: Equity capital
-
-
(2,452,000)
(2,452,000)



At 1 April 2025
103,292
3,745,093
(1,074,494)
2,773,891


Comprehensive income for the year

Profit for the year
-
-
553,170
553,170

Dividends: Equity capital
-
-
(1,000,000)
(1,000,000)


At 31 March 2026
103,292
3,745,093
(1,521,324)
2,327,061


The notes on pages 16 to 39 form part of these financial statements.

Page 11

 
SIGMA 032023 LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 April 2024
103,292
3,745,093
-
3,848,385


Comprehensive income for the year

Profit for the year
-
-
2,452,000
2,452,000

Dividends: Equity capital
-
-
(2,452,000)
(2,452,000)



At 1 April 2025
103,292
3,745,093
-
3,848,385


Comprehensive income for the year

Profit for the year
-
-
1,000,000
1,000,000

Dividends: Equity capital
-
-
(1,000,000)
(1,000,000)


At 31 March 2026
103,292
3,745,093
-
3,848,385


The notes on pages 16 to 39 form part of these financial statements.

Page 12

 
SIGMA 032023 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
£
£

Cash flows from operating activities

Profit for the financial year
553,170
309,354

Adjustments for:

Amortisation of intangible assets
55,826
52,829

Depreciation of tangible assets
337,557
398,688

Impairment of investments in associates
-
118,934

(Profit)/Loss on disposal of tangible assets
(2,000)
34,080

Interest paid
510,296
419,339

Interest received
(14,164)
(9,142)

Taxation charge
220,790
303,328

Decrease in stocks
731,949
694,879

Decrease/(increase) in debtors
782,672
(34,979)

(Increase)/decrease in amounts owed by groups
(71,060)
-

(Decrease) in creditors
(419,806)
(1,356,514)

Increase/(decrease)) in amounts owed to joint ventures
1
(31,200)

Increase in provisions
13,791
509

Corporation tax (paid)
(331,501)
(355,362)

Loss on disposal of unlisted investments
-
152,034

(Profit)/Loss from investment in related companies
64,677
-

Net cash generated from operating activities

2,432,198
696,777


Cash flows from investing activities

Purchase of intangible fixed assets
(9,080)
(5,764)

Purchase of tangible fixed assets
(41,820)
(238,087)

Sale of tangible fixed assets
2,000
80,000

Purchase of share in associates
(143,624)
(143,631)

Sale of share in associates
-
363,270

Interest received
14,164
9,142

Net cash from investing activities

(178,360)
64,930

Cash flows from financing activities

New secured loans
-
2,500,000

Repayment of loans
(553,199)
(115,039)

Repayment of/new finance leases
(189,711)
(153,496)

Deferred consideration paid
-
(1,050,000)

Movements on invoice discounting
355,495
924,435

Dividends paid
(1,000,000)
(2,452,000)

Interest paid
(487,304)
(372,598)

HP interest paid
(22,992)
(46,741)

Net cash used in financing activities
(1,897,711)
(765,439)
Page 13

 
SIGMA 032023 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026


2026
2025

£
£


Net increase/(decrease) in cash and cash equivalents
356,127
(3,732)

Cash and cash equivalents at beginning of year
119,303
123,035

Cash and cash equivalents at the end of year
475,430
119,303


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
475,430
119,303


The notes on pages 16 to 39 form part of these financial statements.

Page 14

 
SIGMA 032023 LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2026





At 1 April 2025
Cash flows
Other non-cash changes
At 31 March 2026
£

£

£

£

Cash at bank and in hand

119,303

356,127

-

475,430

Debt due after 1 year

(3,114,678)

587,899

-

(2,526,779)

Debt due within 1 year

(564,617)

-

(34,700)

(599,317)

Invoice discounting facility

(3,765,945)

(355,495)

-

(4,121,440)

Finance leases

(416,255)

189,711

-

(226,544)


(7,742,192)
778,242
(34,700)
(6,998,650)

The notes on pages 16 to 39 form part of these financial statements.

Page 15

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

1.


General information

The Company is a private company limited by shares and incorporated in England. The Company's registered office is St. Thomas House, St. Mary's Wharf, Mansfield Road, Derby, England, DE1 3TN. The
Company registration number is 14711838. The nature of the Group's operations and principal activities is the design and manufacture of low volume, high value, complex electronic equipment.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The Company and Group has prepared it's financial statements to the nearest £.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries
("the Group") as if they form a single entity. Intercompany transactions and balances between group
companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the
purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired
operations are included in the Consolidated Statement of Comprehensive Income from the date on
which control is obtained. They are deconsolidated from the date control ceases.

Entities, other than subsidiary undertakings, in which the group has a participating interest and over
whose operating and financial policies the group exercises a significant influence are treated as
associates. In the group financial statements, associates are accounted for using the equity
method.When the group has acquired subsidiary entities by the issue of shares in itself it has taken
advantage of the merger relief provisions of the Companies Act and has accounted for the difference
between the nominal value of the shares issued and the fair value of the asset acquired via the
merger relief reserve rather than creating a share premium account.

In order for the subsidiary company Havspro Technology Limited (registered number 09752614) to take the audit exemption in section 479A of the Companies Act 2006, the Company has guaranteed all outstanding liabilities of this subsidiary company at 31st March 2026 until those liabilities are satisfied in full.

Page 16

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.3

Going concern

In considering the appropriateness of the going concern basis of the preparation of the financial
statements the Directors have prepared detailed profit and cashflow forecasts covering the period of
at least 12 months from the date of approval of these financial statements. These show an ability to
operate within agreed funding facilities, which principally consist of bank debt in respect of long-term
capital projects, an invoice discounting facility in respect of working capital and an overdraft facility.

Although a combination of uneven customer demand on large projects arising from the contract
manufacturing in which the Group is engaged and continuing investment to fund growth within the
Group, can lead to low levels of headroom at certain times, the directors are satisfied that the Group
will continue to meet its obligations as they fall due.

The energy price increases currently do not pose any risk to profit due to the Group having in place
fixed price energy contracts that extend to summer 2026. However, the directors are conscious of the
long term effect of energy cost and continue to monitor the energy market situation and any relevant
government intervention.

Overall, the Group’s performance, the procedures put in place and the additional support provided by
the Group’s bank has given the directors reasonable confidence and expectation that the Group has
sufficient resources to continue to operate for the foreseeable future and as such, the Group
continues to adopt the going concern basis in preparing its financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the
translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Consolidated statement of comprehensive income within 'finance income or costs'.
All other foreign exchange gains and losses are presented in profit or loss within 'administrative
expenses'.

Page 17

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 18

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.13

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 and the Group operate and generate 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


  
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.Goodwill is amortised on a straightline basis to the Consolidated statement of comprehensive income over its useful economic life, which is between 8 and 10 years.

Page 19

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.15

Research and development

Research and development expenditure is written off in the year in which it is incurred.

 
2.16

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.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods below.

Depreciation is provided on the following basis:

Freehold property & Improvements
-
1- 6.66% straight line
Leasehold improvements
-
over the life of the lease
Plant and machinery
-
10-25% straight line
Motor vehicles
-
25% reducing balance
Fixtures, fittings and equipment
-
20-50% straight line

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.

At each balance sheet date, the Group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extend of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised as an expense immediately.

Repairs and maintenance are charged to the consolidated profit and loss during the year in which they are incurred.

 
2.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 20

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.18

Valuation of investments

In the parent company financial statements, investments in subsidiaries are accounted for at cost less accumulated impairment.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.

In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Unlisted investments are initially measured at cost and reviewed annually for signs of impairment, on the basis that the company cannot reliably measure the market value of the investments. If an impairment loss is identified this is recognised immediately in the profit and loss account and the value of the investment is reduced accordingly.

 
2.19

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.

In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.20

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.

  
2.21

Debtors

Short-term debtors are measured at transaction price, less any impairment.

  
2.22

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 21

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.23

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.

  
2.24

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cashflows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

 
2.25

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.

 
2.26

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.

  
2.27

Merger reserve

When the group has acquired subsidiary entities by the issue of shares in itself it has taken advantage of the merger relief provisions of the Companies Act and has accounted for the difference between the nominal value of the shares issued and the fair value of the asset acquired via the merger relief reserve than creating a share premium account.

Page 22

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The Group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are addressed below.

There are considered to be no judgements that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The following are the Group's key sources of estimation uncertainty:

Carrying value of stocks
Management review the market value of and demand for its stocks on a periodic basis to ensure stock is recorded in the financial statements at the lower of cost and net realisable value. Any provision for impairment is recorded against the carrying value of stocks. Management use their knowledge of the market conditions, historical experiences and estimates of future events to assess future demand for the Group's products and achievable selling prices (see note 16).

Recoverability of trade debtors
Trade and other receivables are recognised to the extent that they are judged recoverable. Management reviews are performed to estimate the level of reserves required for irrecoverable debt. Provisions are made specifically against invoices where recoverability is uncertain.

Management makes allowance for doubtful debts based on an assessment of the recoverability of debtors. Allowances are applied to debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Management specifically analyse historical bad debts,customer credit worthiness, current economic trends and changes in customer payment terms when making a judgment to evaluate the adequacy of the provision for doubtful debts. Where the expectation is different from the original estimate, such difference will impact the carrying value of debtors and the charge in the profit and loss account (see note 17).

In respect of amounts owed by fellow group members, the Group liaises closely with the Board of Directors of the subsidiaries in order to understand the financial position of other group members in so far as their performance may impact upon amounts due to the Group (see note 17).

Investment carrying value
Management perform annual reviews to identify any impairment triggers. If a trigger is identified, a review of the investments in undertaken to establish whether the carrying value of the investment should be impaired (see note 15).


4.


Turnover

Analysis of turnover by country of destination:

2026
2025
£
£

United Kingdom
14,942,715
16,571,435

Rest of Europe
951,270
1,525,748

Rest of the world
3,000,395
2,573,672

18,894,380
20,670,855


Page 23

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

5.


Other operating income

2026
2025
£
£

RDEC Tax claims
78,600
79,426

Other government income
336
48,034

78,936
127,460



6.


Operating profit

The operating profit is stated after charging:

2026
2025
£
£

Research & development charged as an expense
392,025
324,489

Exchange differences
942
14,196

Other operating lease rentals
233,926
285,433

Depreciation of tangible assets
337,557
398,688

Amortisation of intangible assets
55,826
52,829

Provision of stock
(300,305)
108,070

(Profit)/Loss on disposal of tangible asset
(2,000)
34,080


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2026
2025
£
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
33,780
32,171

Fees payable to the Company's auditors in respect of:

All non-audit services not included above
10,000
10,000

Page 24

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
2026
2025
£
£


Wages and salaries
5,532,214
5,893,260

Social security costs
663,546
574,692

Cost of defined contribution scheme
239,278
286,410

6,435,038
6,754,362


The average monthly number of employees, including the directors, during the year was as follows:


        2026
        2025
            No.
            No.







Administration and management
65
66



Production
84
86

149
152

The Company has no employees other than the directors, who did not receive any remuneration (2025 - £NIL)

9.


Directors' remuneration

2026
2025
£
£

Directors' emoluments
854,075
428,008

Group contributions to defined contribution pension schemes
32,906
53,587

886,981
481,595


During the year retirement benefits were accruing to 4 directors (2025 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £132,609 (2025 - £127,992).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,410 (2025 - £6,400).

Page 25

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

10.


Interest receivable

2026
2025
£
£


Other interest receivable
14,164
9,142

14,164
9,142


11.


Interest payable and similar expenses

2026
2025
£
£


Bank interest payable
227,860
63,754

Other loan interest payable
17,747
5,503

Finance leases and hire purchase contracts
22,992
46,741

Other interest payable
241,697
303,341

510,296
419,339


12.


Taxation


2026
2025
£
£

Corporation tax


Current tax on profits for the period
273,976
305,538

Adjustments in respect of previous periods
4,770
(17,401)


278,746
288,137


Total current tax
278,746
288,137

Deferred tax


Origination and reversal of timing differences
(57,956)
15,191

Total deferred tax
(57,956)
15,191


Tax on profit
220,790
303,328
Page 26

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£
£


Profit on ordinary activities before tax
773,960
612,918


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
209,659
153,230

Effects of:


Non-tax deductible amortisation of goodwill and impairment
13,207
42,941

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(6,418)
54,029

Adjustments to tax charge in respect of prior periods
4,770
(17,402)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(377)
18,000

Additional deduction for R&D expenditure
19,650
-

Deferred tax movements not recognised
(31,962)
42,169

Fixed asset timing differences
12,261
10,570

Adjustment to tax charged in respect of prior periods for deferred tax
-
(209)

Total tax charge for the year
220,790
303,328


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2026
2025
£
£


Dividends paid in the year on Ordinary £1 Shares of 97p (PY: 2440p)
1,000,000
2,452,000

Page 27

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

14.


Intangible assets

Group & Company





Patents
Goodwill
Negative goodwill
Total

£
£
£
£



Cost


At 1 April 2025
5,764
5,474,000
(4,717,870)
761,894


Additions
9,080
-
-
9,080



At 31 March 2026

14,844
5,474,000
(4,717,870)
770,974



Amortisation


At 1 April 2025
-
1,093,182
(949,524)
143,658


Charge for the year on owned assets
2,997
527,591
(474,762)
55,826



At 31 March 2026

2,997
1,620,773
(1,424,286)
199,484



Net book value



At 31 March 2026
11,847
3,853,227
(3,293,584)
571,490



At 31 March 2025
5,764
4,380,818
(3,768,346)
618,236

Goodwill relates to prior years group reorganisations and acquisitions. Negative goodwill arose  as a result of the consolidation on acquisition of Simpatica Group Holdings Limited by Sigma 032023 Limited.


Page 28

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

15.


Tangible fixed assets

Group



Freehold property & improvements
Leasehold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost 


At 1 April 2025
2,140,255
159,694
1,519,110
151,781
53,672


Additions
9,434
6,779
10,489
-
15,118


Disposals
-
-
(70,815)
-
-



At 31 March 2026

2,149,689
166,473
1,458,784
151,781
68,790



Depreciation


At 1 April 2025
168,361
45,006
501,662
33,248
51,132


Charge for the year on owned assets
63,056
22,796
147,263
560
23,668


Charge for the year on financed assets
-
-
51,141
29,073
-


Disposals
-
-
(70,815)
-
-



At 31 March 2026

231,417
67,802
629,251
62,881
74,800



Net book value



At 31 March 2026
1,918,272
98,671
829,533
88,900
(6,010)



At 31 March 2025
1,971,894
114,688
1,017,448
118,533
2,540
Page 29

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

           15.Tangible fixed assets (continued)


Total

£



Cost 


At 1 April 2025
4,024,512


Additions
41,820


Disposals
(70,815)



At 31 March 2026

3,995,517



Depreciation


At 1 April 2025
799,409


Charge for the year on owned assets
257,343


Charge for the year on financed assets
80,214


Disposals
(70,815)



At 31 March 2026

1,066,151



Net book value



At 31 March 2026
2,929,366



At 31 March 2025
3,225,103

The value of freehold land not depreciated is £1,000,000 (2025: £1,000,000).

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2026
2025
£
£



Motor vehicles
87,218
116,290

Plant and machinery
411,433
599,299

498,651
715,589

Page 30

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

16.


Fixed asset investments

Group





Investments in associates

£



Cost or valuation


Additions
143,624


Share of profit/(loss)
(64,677)



At 31 March 2026
78,947




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2025
5,978,130



At 31 March 2026
5,978,130




Page 31

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

Direct Subsidiary undertaking


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Simpatica Group Holdings Limited
See below
Intermediate holding company
Ordinary A, B and C
100%
Simpatica Group Limited*
See below
Intermediate holding company
Ordinary A, B and C
100%
Tioga Limited*
See below
Manufacturing of complex electronic equipment
Ordinary and Ordinary B
100%
Tioga Design Services Limited*
See below
Manufacturing and sale of security related equipment
Ordinary
100%
Havspro Limited*
See below
Manufacturing of electronic equipment
Ordinary A and B
100%

The above entities are included within these consolidated financial statements. All entities have the same registered office as Sigma 032023 Limited, as disclosed on the company information page.

*These holdings are held indirectly.

In order for the subsidiary company Havspro Limited (previously Sixis Technology Limited, registered number 09752614) to take the audit exemption in section 479A of the Companies Act 2006, the Company has guaranteed all outstanding liabilities of this subsidiary company at 31st March 2026 until those liabilities are satisfied in full.


Associate


The following was an associate of the Company:


Name

Registered office

Principal activity

Class of shares

Holding

Surpulse Medical Limited
See below
Development of medical equipment
Ordinary B
8.5%

The entity is incorporated in England and Wales and share the same registered address as Sigma 032023 Limited.

Page 32

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

17.


Stocks

Group
Group
2026
2025
£
£

Raw materials and consumables
2,609,609
3,413,751

Work in progress and finished goods
1,886,251
1,814,058

4,495,860
5,227,809


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The carrying value of stocks are stated net of provision totalling £1,135,209 (2025: £1,107,135). Impairment (gains)/losses totalling (£300,305) (2025 - £108,070) were recognised in profit and loss.


18.


Debtors

Group
Group
2026
2025
£
£


Trade debtors
4,650,572
5,375,289

Amounts owed by group undertakings
71,060
-

Amounts owed by joint ventures and associated undertakings
91,285
91,286

Other debtors
162,675
245,657

Prepayments and accrued income
279,916
254,889

5,255,508
5,967,121


Trade debtors are stated after a provision for impairment of £26,576 (2025: £Nil).

Amounts owed by group undertakings relates to amounts owed from Tioga EOT Trust.



19.


Cash and cash equivalents

Group
Group
2026
2025
£
£

Cash at bank and in hand
475,430
119,303


Page 33

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Bank loans
599,317
564,617
-
-

Amounts due under invoice discounting facility
4,121,440
3,765,945
-
-

Trade creditors
2,545,472
2,876,379
-
-

Amounts owed to group undertakings
-
-
2,129,745
2,129,745

Corporation tax
180,783
233,538
-
-

Other taxation and social security
565,627
552,792
-
-

Obligations under finance lease and hire purchase contracts
166,335
190,276
-
-

Other creditors
58,558
72,895
-
-

Accruals and deferred income
450,681
538,078
-
-

8,688,213
8,794,520
2,129,745
2,129,745


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Obligations under hire purchase contracts are secured on the assets to which they relate.

The bank loans are secured on the Group's freehold property by way of a debenture, along with a fixed and floating charge over the assets of the wider group.

Amounts due under invoice discounting facility contain amounts totaling £2,671,449 (2025: £2,356,517)
and £1,449,991 (2025: £1,409,428) which are secured on the trade debtors and stocks respectively.


21.


Creditors: Amounts falling due after more than one year

Group
Group
2026
2025
£
£

Bank loans
2,526,779
3,114,678

Net obligations under finance leases and hire purchase contracts
60,209
225,979

2,586,988
3,340,657


Obligations under hire purchase contracts are secured on the assets to which they relate.

The bank loans are secured on the Group's freehold property by way of a debenture,
along with a fixed and floating charge over the assets of the wider group.

Included within total bank loans are the following amounts:

- £1,060,054 which is repayable at £150,060 per annum plus interest of 1.75% above base, due to be repaid by 31 October 2033

- £2,066,042 which is repayable at £601,364 per annum plus interest of 3% above base, due to be repaid by 1 March 2030

Page 34

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2026
2025
£
£

Amounts falling due within one year

Bank loans
599,317
564,617

Amounts falling due 1-2 years

Bank loans
636,355
620,646

Amounts falling due 2-5 years

Bank loans
1,482,670
903,726

Amounts falling due after more than 5 years

Bank loans
407,754
1,590,306

3,126,096
3,679,295



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2026
2025
£
£

Within one year
166,335
190,276

Between 1-5 years
60,209
225,979

226,544
416,255

Page 35

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

24.


Financial instruments

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
4,975,592
5,712,232
-
-


Financial liabilities

Financial liabilities measured at fair value through profit or loss
9,851,566
10,394,514
2,129,745
2,129,745


Financial assets measured at fair value through profit or loss comprise of trade debtors, amounts owed by group undertakings, amounts owed to associates and other debtors.


Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio comprise of bank loans, invoice discounting facilities, trade creditors, amounts owed to group undertakings, amounts owed to joint ventures and other creditors.


25.


Deferred taxation


Group



2026


£






At beginning of year
(236,149)


Charged to profit or loss
57,956



At end of year
(178,193)

Page 36

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
 
25.Deferred taxation (continued)

Company


2026






At end of year
-
The provision for deferred taxation is made up as follows:

Group
Group
2026
2025
£
£

Accelerated capital allowances
(183,478)
(241,434)

Other timing difference
5,285
5,285

(178,193)
(236,149)

The amount of net reversal of deferred tax to occur in the next year is expected to be £178,193 (2025: £236,149).


26.


Provisions


Group



Warranty provision

£





At 1 April 2025
12,355


Charged to profit or loss
13,791



At 31 March 2026
26,146

Page 37

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

27.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



Nil (2025 - 100,500) Ordinary A shares of £1.00 each
-
100,500
Nil1,032,920 (2025 - 27,920) Ordinary A shares of £0.10 each
103,292
2,792

103,292

103,292


The Ordinary A shares carry full dividend rights. The Ordinary B shares carry voting rights and no right to dividend. The Ordinary B shares only carry right to share in any proceeds above a certain threshold in the event of a company sale or liquidation.

On 28 May 2025, the Ordinary B shares changed to Ordinary A shares. The orginial Ordinary A shares are changed to 10p nominal value shares which all carry full dividend and voting rights.


28.


Reserves

Merger Reserve

A reserve which arose on a share for share exchange in the prior period. When the group has acquired subsidiary entities by the issue of shares in itself it has taken advantage of the merger relief provision of the Companies Act and has accounted for the difference between the nominal value of the shares issued and the fair value of the asset acquired via the merger relief reserve rather than creating a share premium account.

Profit and loss account

This reserve represents accumulated comprehensive income for current and prior periods.


29.


Contingent liabilities

The Company is part of a composite guarantee whereby liabilities are secured over the assets of the Group. As at 31 March 2026, the Company's liability in respect of this guarantee is £7,474,080 (2025: £7,861,495).


30.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £239,278 (2025: £286,410). Contributions totaling £50,870 (2025: £58,254) were payable to the fund at the balance sheet date and are included in creditors.

Page 38

 
SIGMA 032023 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

31.


Commitments under operating leases

At 31 March 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2026
2025
£
£

Not later than 1 year
173,706
171,301

Later than 1 year and not later than 5 years
329,071
451,441

502,777
622,742


32.


Related party transactions

Transactions to family members of directors totaled £Nil (2025: £259,271), amounts owed to family members at the year end totaled £Nil (2025: £2,902).

The following transactions took place between the Company and entities under common control:

2026
2025
£
£
Sales

310,327

41,606
 
Purchases

24,527

22,259
 
Amounts due from

10,965

5,592
 
Amounts owed to

5,768

-
 

Sales in the year with the Group's associated undertaking amounted to £7,985 (2025: £255). At the year end, amounts due from and to the Group's associated undertaking totalled £81,611 (2025: £91,286) and £Nil (2025: £Nil).


33.


Controlling party

The ultimate controlling party was considered to be Tioga EOT Trust.


Page 39