Company registration number SC381432 (Scotland)
RESTRATA SOLUTIONS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
RESTRATA SOLUTIONS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 11
RESTRATA SOLUTIONS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
5,227,527
4,967,503
Tangible assets
5
87,176
89,635
5,314,703
5,057,138
Current assets
Debtors
6
3,091,755
985,617
Cash at bank and in hand
5,799,830
8,891,585
985,617
Creditors: amounts falling due within one year
7
(18,766,799)
(8,495,787)
Net current liabilities
(9,875,214)
(7,510,170)
Net liabilities
(4,560,511)
(2,453,032)
Capital and reserves
Called up share capital
844
844
Share premium account
896,177
896,177
Other reserves
5,225
1,180
Profit and loss reserves
(5,462,757)
(3,351,233)
Total equity
(4,560,511)
(2,453,032)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 30 September 2026 and are signed on its behalf by:
B Osman
Director
Company registration number SC381432 (Scotland)
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
Restrata Solutions Limited is a private company limited by shares incorporated in Scotland. The registered office is Provender House, 37 Waterloo Quay, First Floor - Courtyard, Aberdeen, United Kingdom, AB11 5BS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At 31 December 2025, the company had net current liabilities of £9,875,214 (2024: £7,510,170). Current liabilities include £16,220,141 owed to group undertakings (2024: £7,056,069), which is unsecured, interest free and repayable on demand. The majority of this balance is due to the company’s parent undertaking, Restrata Holdings Limited, and remained outstanding at the date on which these financial statements were approved.true
The parent company has confirmed that it does not intend to seek repayment of the amounts owed to it for a period of at least 12 months from the date of approval of these financial statements. The director has also considered the company’s cash resources, recent trading results and cash-flow forecasts covering a period of at least 12 months from the date of approval of these financial statements.
Taking account of the company’s cash resources, forecast cash flows and the parent company’s confirmation that it will not seek repayment of the amounts owed to it during the assessment period, the director has a reasonable expectation that the company will have adequate resources to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the director considers it appropriate to prepare the financial statements on a going concern basis.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Revenue from software subscription arrangements, including arrangements that provide customers with ongoing access to the group’s hosted software and related services, is recognised on a straight-line basis over the contractual subscription period as the services are provided.
Revenue from software licences that provide the customer with a right to use the software as it exists when the licence is granted is recognised when the software is made available to the customer, provided that the group has fulfilled its material obligations under the arrangement and collection of the consideration is probable.
Revenue in respect of onboarding and deployment services is recognised over the period from contract commencement to system go-live, by reference to the stage of completion of the onboarding, and not over the subscription term. Amounts invoiced in advance of the revenue recognised are held as deferred income, and revenue recognised ahead of the agreed billing milestones is carried as accrued income.
Where a contract includes more than one separately identifiable component, such as software, implementation, support, training or other professional services, the total consideration is allocated to each component by reference to its relative standalone selling price. Revenue allocated to each component is recognised when, or as, the related goods or services are provided.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Internally generated software is recognised as an intangible asset where the company can demonstrate:
the technical feasibility of completing the software so that it will be available for use;
its intention to complete and use the software;
its ability to use the software;
how the software will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development; and
its ability to measure reliably the expenditure attributable to the software during its development.
Other development expenditures which do not meet these criteria are recognised as an expense when incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Amortisation is recognised from the point the assets are brought into use, so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
20% straight line
Trademarks
20% straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% straight line
Fixtures and fittings
20% straight line
Equipment
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and includes cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity as a capital contribution as the options are for shares in the parent company, Restrata Holdings Limited.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of Intangible Assets
At the balance sheet date management makes an assessment of the carrying value of the intangible assets by considering various factors including the feasibility and commerciality of the systems being developed and their capacity to generate future revenue streams to the company. Management believe that the value of all software and trademarks included in note 5 can be upheld due to future revenue forecasted to flow to the company.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
3
Employees
The average monthly number of persons employed by the company during the year was:
2025
2024
Number
Number
Total
49
44
4
Intangible fixed assets
Software and Trademarks
£
Cost
At 1 January 2025
7,788,360
Additions
1,984,815
At 31 December 2025
9,773,175
Amortisation and impairment
At 1 January 2025
2,820,857
Amortisation charged for the year
1,724,791
At 31 December 2025
4,545,648
Carrying amount
At 31 December 2025
5,227,527
At 31 December 2024
4,967,503
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
5
Tangible fixed assets
Leasehold improvements
Equipment, fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
85,107
220,827
305,934
Additions
38,874
38,874
At 31 December 2025
85,107
259,701
344,808
Depreciation and impairment
At 1 January 2025
84,945
131,354
216,299
Depreciation charged in the year
162
41,171
41,333
At 31 December 2025
85,107
172,525
257,632
Carrying amount
At 31 December 2025
87,176
87,176
At 31 December 2024
162
89,473
89,635
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,476,715
773,947
Corporation tax recoverable
892,318
Amounts owed by group undertakings
190,029
Other debtors
532,693
211,670
3,091,755
985,617
The amounts owed by group undertakings are unsecured, repayable on demand and interest free.
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
170,782
Trade creditors
559,163
266,642
Amounts owed to group undertakings
16,220,141
7,056,069
Taxation and social security
294,608
276,320
Other creditors
1,692,887
725,974
18,766,799
8,495,787
The bank overdraft and any other liabilities due to the bank are guaranteed by the parent company, Restrata Holdings Limited. The overdraft is also secured by a floating charge over the assets of the company.
The amounts owed to group undertakings are unsecured, repayable on demand and interest free.
8
Share-based payment transactions
Group share-based payments
The company participates in a group share based payment plan, and recognises and measures its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation is based on the number of employees benefiting from the share based payment plan employed by each group entity.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss 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.
Senior Statutory Auditor:
Matthew Allan
Statutory Auditor:
Azets Audit Services
Date of audit report:
30 September 2026
RESTRATA SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
10
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2025
2024
£
£
121,407
156,765
11
Parent company
The company's parent company is Restrata Holdings Limited, a company incorporated in Jersey whose address of its registered office is 31 Pier Road, St Helier, Jersey, JE4 8PW.
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