REGISTERED NUMBER: SC152660 (Scotland)

Financial statements for the year ended 31 December 2025

For

Scarista Limited

Trading as

Equiom (Scotland)

Page

Company information

1

Statement of financial position

2

Notes to the financial statements

3

Directors:

Ms S Weir

J Jennings

Secretary:

None

Registered office:

15a Harbour Road

Inverness

INVERNESS-SHIRE

IV1 1SY

Registered number:

SC152660 (Scotland)

Auditors:

Grant Thornton Limited

Kensington

46/50 Kensington Chambers

St Helier

Jersey

JE1 1ET

Fixed assets

Tangible assets

4

30,195

31,082

Investments

5

614,212

-

644,407

31,082

Current assets

Debtors

6

766,160

609,666

Cash in hand

216,660

70,239

982,820

679,905

Creditors: amounts falling due within one year

7

(9,760,569

)

(8,875,492

)

Net current liabilities

(8,777,749

)

(8,195,587

)

Total assets less current liabilities

(8,133,342

)

(8,164,505

)

Creditors: amounts falling due after more than one year

8

(567,769

)

-

Net liabilities

(8,701,111

)

(8,164,505

)

Capital and reserves

Called up share capital

10

109

109

Share premium

11

49,491

49,491

Retained earnings

11

(8,750,711

)

(8,214,105

)

Shareholders' funds

(8,701,111

)

(8,164,505

)

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 Statement of comprehensive income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026 and were signed on its behalf by:

Ms S Weir - Director

1.	Statutory information

Scarista Limited is a private company, limited by shares , registered in Scotland. 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

Scarista Limited (the ‘Company’), is incorporated in the United Kingdom and is a private registered company limited by shares. The registered office is 15a Harbour Road, Inverness, Highland, IV1 1SY. The principal activities of the Company are those of management accounting, treasury, statutory accounting and tax and payroll bureau services.

The financial statements have been prepared on a going concern basis, under the historical cost convention and in accordance with Companies Act 2006 and Financial Reporting Standards (FRS). These financial statements have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" Section 1A ("FRS 102 Section 1A”). Under this Standard, the Company is not required to include a Statement of Cash Flows or Strategic Report in the Financial Statements. As a result, the Directors have elected not to include this information in the Financial Statements.

The financial statements are presented in GBP Sterling (£), which is the Group’s functional and presentation currency. The financial statements have been rounded to the nearest £1. A summary of the key accounting policies, which have been applied consistently, are set out below:

The Company has early adopted the amendments to FRS 102 issued under the Periodic Review 2024, including the revised Section 20: Leases, which is effective for periods beginning on or after 1 January 2026 but allows early application when all amendments are applied together. These amendments introduce an IFRS 16-aligned single-model approach for lessee accounting, requiring most leases to be recognised on the balance sheet through a right-of-use (ROU) asset and a lease liability, except for optional exemptions relating to short-term and low-value leases.

On transition, the Company applied the modified retrospective approach, without restating comparatives, recognising the cumulative effect of adoption as an adjustment to opening retained earnings. Lease liabilities were measured at the present value of remaining lease payments, discounted using the Company's incremental or obtainable borrowing rate, while ROU assets were recognised at an amount equal to the lease liability adjusted for prepayments or accruals.

Early adoption has resulted in increases to both total assets and total liabilities due to recognition of ROU assets and lease liabilities. The previous straight-line operating lease expense is now replaced by depreciation and interest charges, affecting EBITDA and other performance metrics. These changes enhance transparency and align the Company's reporting more closely with international leasing standards.

Going concern

As at the reporting date, the Company has cash and cash equivalents of £216,660 (2024: £70,239) and is in a net liability position of £8,701,111 (2024: Net liability of £8,164,505). The Company incurred a total comprehensive loss for the year of £(458,184) (2024:£270,566). There were no changes to the Company's share capital and share premium during the year. The Company's accumulated losses increased by £458,184, resulting in a closing balance of £8,750,711 as at the reporting date (2024: £8,214,105).

As part of their going concern assessment, the Directors have considered the Company’s position, taking into account all available information about the future, which is at least, but not limited to, twelve months from the report signing date. This assessment and the events and conditions surrounding it indicate that a material uncertainty exists, which may cast doubt on the Company’s ability to continue as a going concern.

A material uncertainty exists when events or conditions, individually or collectively, may cast significant doubt on an entity's ability to continue as a going concern and where the outcome of those events is uncertain. The Company relies on continued support of Equiom Bidco Limited (the "parent company") to continue its operations and holds a letter of support from the parent company. The parent company will provide financial support to enable the Company to meet their liabilities as they fall due and future obligations in order to continue as a going concern.

Additionally, the ultimate controlling party of the parent company, Alcentra Limited will provide support to enable the parent company and its subsidiaries (of which the Company is one) to meet their liabilities as they fall due and future obligations in order to continue as a going concern. Therefore, on this basis, the Directors have prepared the financial statements on a going concern basis. The adoption of the revised lease model does not change cash flows, and therefore does not materially affect liquidity assessment, only presentation.

Exemptions for qualifying entities under FRS102

FRS 102 allows a qualifying entity certain disclosure exemptions, subject to conditions. The company has taken advantage of the following exemptions in its individual financial statements:

- from preparing a statement of cash flows, on the basis that it is a qualifying entity

- from disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7

- from preparing a Statement of Changes in Equity

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is measured based on the consideration specified in client contracts. Revenue is based on variable or fixed consideration or a combination of both. Variable consideration is estimated based on time costs incurred ("work-in-progress" or "WIP"). WIP-based fees are a function of time spent (hours) to perform the service and corresponding hourly charge out rates for the staff involved. Fixed fees are typically recognised on a straight-line (over time) basis over the duration of the contract.

The following is a description of the principal services from which the Company generates its revenue.

Structure Set Up & Support

This principally comprises revenues from the provision of administration services for asset and other structures including company secretarial services, provision of registered offices and other structure hosting services. The Company recognises revenue from administration and related services when the work is performed. A portion of these administration fees are fixed and these are recognised on a straight-line basis over the duration of the contract. This basis reflects the pattern of satisfaction of the related services. These services are typically annual and recurring in nature. As such recognising fixed fees based on a WIP basis or evenly over the contract period does not result in significant variances.

Accounting services

Revenue from accounting and bookkeeping services is mostly recognised based on a WIP basis. Where fees are periodic and fixed, these are recognised on a straight-line basis over the contract period, reflecting the pattern of satisfaction of the accounting services rendered.

Tax services

This comprises revenues from the provision of advisory and compliance services covering both direct and indirect taxation as well as other tax compliance requirements. These revenues are mostly recognised based on a WIP basis. Where fees are periodic and fixed, these are recognised on a straight-line basis over the contract period, reflecting the pattern of satisfaction of services rendered.

Other services

The Company recognises revenue from any other services when the work is performed i.e. on a time costs incurred basis.

Deferred income

Fees billed in advance are recognised as deferred income and released as revenue over the period to which the services relate. Fees billed in arrears are accrued as accrued income receivable and are recognised as income in line with the services provided.

Direct costs

Direct costs are costs incurred by certain group operating entities in relation to the delivery of services and supporting growth. These include sponsorship costs, consultancy fees and other professional fees incurred from outsourced services. Direct costs are recognised on an accruals basis.

Other income

Other income is recognised on an accruals basis.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Initial recognition

Property, plant and equipment is stated at cost, less accumulated depreciation and provisions for impairment, if any. Additions and subsequent expenditure are capitalised only to the extent that they enhance the future economic benefits to be derived from the asset.

Depreciation and impairment

Depreciation is calculated on a straight-line basis over the useful life of the related assets. Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Derecognition

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income when the asset is derecognised.

Useful economic lives

The useful economic lives of the assets are estimated as follows:

Fixtures and fittings 2 to 10 years

Plant and Machinery 2 to 4 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date. No income tax expense has been recognised for the current financial year despite the company reporting a profit. This is primarily due to the utilization of carried forward tax losses from previous years, which have been applied against the current year's taxable income in accordance with applicable tax regulations.

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.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments like loans and other other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; debt instruments that are payable or receivable within one year, typically trade payables or receivables 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 financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

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 profit or loss.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.

Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within bank loans in current liabilities and non-current liabilities in the statement of financial position.

Foreign currency translation

Transactions in foreign currencies are recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate exchange ruling at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. All exchange gains or losses are included in the operating results.

Expenses and cost of sales

Expenses and cost of sales are accounted for on an accruals basis and are recorded in the financial statements in the periods in which they relate.

Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Share premium

Any amounts in excess of the nominal value of ordinary shares issued is recognised as share premium.

Transition to Revised Section 20 Leases (FRS102 - Periodic Review 2024)

The Company has early adopted the amendments to FRS 102 issued under the Periodic Review 2024, including the revised Section 20: Leases, which replaces the previous distinction between operating and finance leases with a single lessee accounting model. Under the revised standard, the Company recognises a right-of-use (ROU) asset and a corresponding lease liability for most leases, except for those qualifying as short-term or low-value leases.

In accordance with the transition requirements, the Company has applied the modified retrospective approach, under which comparative information has not been restated. Instead, the Company has recognised the cumulative effect of initial application as an adjustment to the opening balance of retained earnings as at 1 January 2025. Lease liabilities at the transition date were measured at the present value of the remaining lease payments, discounted using the Company's incremental or obtainable borrowing rate. The related ROU assets were recognised at an amount equal to the adjusted lease liabilities.

The impact of the transition on the Company's financial position at 1 January 2025 is summarised as follows:

2025

£

Lease liability - recognised on transition

(740,088

)

Lease liability - reinstatement costs

(41,886

)

Right-of-use asset recognised

703,552

Adjustment to opening retained earnings

(78,422

)

3.	Employees and directors

The average number of employees during the year was 86 (2024 - 87 ) .

4.	Tangible fixed assets

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

Cost

At 1 January 2025

1,540

117,555

119,095

Additions

-

7,967

7,967

Disposals

-

(85

)

(85

)

At 31 December 2025

1,540

125,437

126,977

Depreciation

At 1 January 2025

1,540

86,473

88,013

Charge for year

-

8,769

8,769

At 31 December 2025

1,540

95,242

96,782

Net book value

At 31 December 2025

-

30,195

30,195

At 31 December 2024

-

31,082

31,082

5.	Fixed asset investments

Right-of-use Asset

2025

£

Building

Cost or valuation

At 1 January 2025

703,552

Additions

-

Depreciation

(89,340

)

614,212

6.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

162,739

179,677

Bad debt provision

(1,467

)

(2,548

)

Amounts owed by group undertakings

487,140

359,242

Prepayments and accrued income

117,748

73,295

766,160

609,666

7.

Creditors: amounts falling due within one year

2025

2024

£

£

Amounts owed to group undertakings

9,647,416

8,659,315

Social security and other taxes

861

161,103

VAT

8,531

26,526

Other creditors

25,142

28,548

Current lease liabilities

78,619

-

9,760,569

8,875,492

8.

Creditors: amounts falling due after more than one year

2025

2024

£

£

Finance leases (see note 9)

567,769

-

9.	Leasing agreements

2025

£

At 1 January 2025

740,088

Interest expense

26,050

Lease payments during the year

(119,750

)

At 31 December 2025

646,388

Current lease liabilities

78,619

Non-current lease liabilities

567,769

10.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

109,000

Ordinary

0.001

109

109

11.

Reserves

Retained

Share

earnings

premium

Total

£

£

£

At 1 January 2025

(8,214,105

)

49,491

(8,164,614

)

Impact of transition at 1 January 2025

(78,422

)

-

(78,422

)

Loss for the year

(458,184

)

-

(458,184

)

At 31 December 2025

(8,750,711

)

49,491

(8,701,220

)

Opening retained earnings adjustment

During the year, the Company early adopted the amendments to FRS 102 issued under the Periodic Review 2024, including the revised Section 20 Leases. The Company applied the modified retrospective approach, with no restatement of comparative information.

As a result, a cumulative adjustment of £78,422 has been recognised as a reduction to opening retained earnings at 1 January 2025, representing the net impact of recognising lease liabilities (including reinstatement costs) and the corresponding right-of-use asset on transition.

No Statement of Changes in Equity has been presented, as the Company continues to qualify for the exemption available under FRS 102 Section 1A, and the movements in equity have been explained in these notes.

12.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the auditors was unqualified.

Grant Thorton Limited Chartered Accountants

for and on behalf of Grant Thornton Limited

13.	Pension commitments

The company operates a defined contribution pension scheme for its employees. The contributions for the period amounted to £178,521 (2024: £179,383). At the period end, there was £nil (2024: £33,436) included in other creditors.

14.	Related party disclosures

No dividends (2024: £nil) have been paid to the shareholder directors.

Accounting services were charged to related parties in the sum of £859,214 (2024: £1,114,927), of which £Nil (2024: £Nil) remains receivable at the period end.

Amounts due from group undertakings at the period end total £487,140 (2024: £359,242); Equiom Corporate Services (Hong Kong) Limited £244,629 (2024: £113,343), Equiom Marine & Aviation Services (Jersey) Limited £63 (2024: £63), Equiom (Malta) Limited £0 (2024: £2), Equiom (Solutions) Limited £210,931 (2024: £220,269), Equiom (Guernsey) Limited £5,020 (2024: £5,020), Equiom Trust (South Dakota) LLC £0 (2024: £100), Equiom Corporation Limited £200 (2024: £200), Equiom (Jersey) Limited £20,104 (2024: £14,053), Equiom S.A.M £5,693 (2024: £5,692) and Equiom Fiduciary Services Pte. Ltd. £500 (2024: £500)

Amounts due to group undertakings, at the period end total £9,647,417 (2024: £8,659,315); Equiom Group (Europe) Limited £3,235,776 (2024: £3,226,478), Equiom Bidco Limited £6,323,809 (2024: £5,345,005), Equiom (Isle of Man) Limited £87,832 (2024: £87,832).

15.	Ultimate controlling party

The Company is a wholly owned subsidiary of Equiom Group (Europe) Limited, a company incorporated in the Isle of Man. Equiom Group (Europe) Limited is a wholly owned subsidiary of Equiom Bidco Limited, domiciled in Jersey. Equiom Bidco Limited was wholly owned by Jersey incorporated Equiom Topco Limited, however, on 26 August 2022, the entire share capital of Equiom Bidco Limited was acquired by Clareant Trust Topco Limited, via its wholly owned subsidiaries, Clearant Trust Midco Limited and Clareant Trust Holdings Limited, all incorporated in Jersey, fully owned by Alcentra managed funds. The ultimate controlling party of the Group is considered to be Alcentra Limited, incorporated in England, as the manager and advisor of Alcentra funds.

16.	Subsequent events

To the knowledge of the Directors, there have been no subsequent events that would require adjustment to, or disclosure in these financial statements.