Company registration number 16041937 (England and Wales)
SURESITE GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
SURESITE GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr S A Hoban
Mr M J Oldham
Company number
16041937
Registered office
4A Millennium City Office Park
Barnfield Way
Ribbleton
Preston
PR2 5DB
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
SURESITE GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 33
SURESITE GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
- 1 -

The directors present the strategic report for the period ended 31 March 2026.

Review of the business

The company was incorporated on 25 October 2024. The principal activity of the company is that of a holding company. On 1 July 2025 the company acquired 100% of Suresite Group Limited and its subsidiaries (the "group"). The current financial period covers the 9 months from 1 July 2025 to 31 March 2026.

 

For comparability purposes, the narrative below considers the performance of the group for the year ended 31 March 2025 and the year ended 31 March 2026. The figures for the year ended 31 March 2025 were included in the consolidated accounts of Suresite Group Limited prepared for this period. As noted above, the performance for the 9 month period from 1 July 2025 to 31 March 2026 is included in these consolidated accounts.

 

The group provides two services. The first is payment services (“Payments”) to the retail sector managing 215m transactions (an increase of 26% year on year), with revenues at £25.3m (an increase of 18% year on year). Growth was driven by new business as a result of the business strategy to extend into the unattended payment sector which now accounts for over 20% of volume.

 

The second service is Health & Safety Audit (“H&S”) programmes to fuel forecourt sites. 4,982 audits were delivered (an increase of 5% year on year), with growth coming from new customer wins.

 

During the financial year the board were focussed on key strategic projects, including the successful completion of a MBO, re-brand of the payments business to Attenda and working on an exit of a subsidiary business (Suresite Health & Safety Business) – which completed being sold in July 2026.

 

The business is now working on concluding the separation of the H&S business which is forecast to take 12 months and the separation of the Wetstock Business sold in June 2024 with a shared service support agreement. This will then allow the business to focus on the strategic growth of the remaining payments business which has a plan to accelerate the growth of unattended and mobility payments in the UK plus ensure successful growth of our business in Europe which is a new territory for us.

 

Attention is being paid to maintaining the operational and service excellence that underpins our reputation, whilst the business experiences rapid growth. To facilitate this, investment has been made both in CRM technology and further digitising service delivery.

 

These strategic changes led to an operating profit of £8k for the 9 month period to 31 March 2026. Without exceptional non-operational costs of £110k and the amortisation of goodwill on consolidation of £586k, the group would have delivered an operating profit of £704k. The consolidated accounts for Suresite Group Limited for the year ended 31 March 2025 showed an operating loss of £182k, which was after exceptional non-operational costs of £781k, plus re-branding costs within administrative expenses of £246k: without such costs the group would have delivered an operating profit of £845k.

 

The board consider the group to be in a strong financial position, with cash at bank of £2.1m and net assets of £3.4m as at 31 March 2026.

SURESITE GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 2 -
Principal risks and uncertainties

Historical risk has been reliance on 5 – 6 large customers, and this is being addressed as new contracts with large customers have been won and are in implementation, such as Rontec which has added 60m transactions to the business.

 

Whilst the business has plans to trade outside of the UK in the coming year, exchange rate risk is minimal due to the low initial volume and a natural hedge with suppliers and customers being in the same currency (Euro).

 

Significant cost inflation would be a risk to the general economy as well as to the Group. Payroll increases could be significant though all our major supplier and customer contracts are at long-term fixed prices.

 

The war in Iran added risk to our business as fuel supplies to our customers were restricted. Logistical plans within our customer base mitigated this risk and whilst the war remains, risk to the business is deemed low with the growth in unattended and mobility payments also a mitigation.

Key performance indicators

The board considers the key performance indicator to be the volume of transactions in Payments. In addition, gross profit, revenue and EBITDA are monitored monthly.

Future developments

There are three pillars for growth being driven by the board, focussed on Attenda.

 

1. Unattended payments sector:

From launching this product line in 2023 the business now supports 20k payment devices with 43m transactions in a market that operates approximately 450k devices, demonstrating significant room for growth.

 

2. Europe:

Client demand and the size of the opportunity has led to the establishment of a European entity and operating model. Following trials in 2025 the business supports customers in Southern Ireland, France, Italy, Romania with sign off to extend into Spain, Germany, Holland and Denmark. Our pipeline has active conversations with large customers across these territories plus the Nordics. The new Chief Commercial Officer has strong experience in the European market having been a CMO for BP Europe and is driving the pipeline.

 

3. Strengthening our fuel core:

The business supports approximately 20% of fuel sites in the UK. The commercial team won a new customer that added 60m transactions in 2025 increasing volume, and is engaged in further tenders within the UK market.

On behalf of the board

Mr S A Hoban
Director
7 October 2026
SURESITE GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2026
- 3 -

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

Principal activities

The company was incorporated on 25 October 2024. The principal activity of the company is that of a holding company.

 

The principal activities of the subsidiaries relate to the provision of a wide range of services to the petroleum industry.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr S A Hoban
Mr M J Oldham
Post reporting date events

On 31 July 2026 the group disposed of its 100% shareholding in Suresite Health and Safety Limited for £2.4m, together with potential earn-out consideration based on future trading performance.

Auditor

MHA were appointed as auditor to the company and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.

On behalf of the board
Mr S A Hoban
Director
7 October 2026
SURESITE GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2026
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

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

SURESITE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SURESITE GROUP HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Suresite Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2026 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including material 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:

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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our ethical responsibilities in accordance with those 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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

SURESITE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SURESITE GROUP HOLDINGS LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 auditor's 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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

SURESITE GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SURESITE GROUP HOLDINGS LIMITED
- 7 -

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

The financial statements of Suresite Group Holdings Limited for the period ended 30 June 2025 were unaudited. Accordingly, the corresponding figures presented in these financial statements are unaudited.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Williams BA(Hons) FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
7 October 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
SURESITE GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2026
- 8 -
Period
Period
ended
ended
31 March
30 June
2026
2025
Notes
£
£
Turnover
3
19,622,467
-
Cost of sales
(16,293,418)
-
0
Gross profit
3,329,049
-
Administrative expenses
(3,277,571)
-
0
Other operating income
66,000
-
0
Exceptional items
4
(109,857)
-
0
Operating profit
5
7,621
-
Interest receivable and similar income
8
52,089
-
0
Interest payable and similar expenses
9
(338,994)
-
0
Loss before taxation
(279,284)
-
0
Tax on loss
10
(81,963)
-
0
Loss for the financial period
(361,247)
-
0
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

SURESITE GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 9 -
31 March 2026
30 June 2025
Notes
£
£
£
£
Fixed assets
Goodwill
11
7,230,519
-
0
Other intangible assets
11
27,111
-
0
Total intangible assets
7,257,630
-
0
Tangible assets
12
286,713
-
0
7,544,343
-
Current assets
Stocks
15
2,356
-
Debtors
16
4,420,868
1,110
Cash at bank and in hand
2,083,225
-
0
6,506,449
1,110
Creditors: amounts falling due within one year
17
(6,647,671)
-
0
Net current (liabilities)/assets
(141,222)
1,110
Total assets less current liabilities
7,403,121
1,110
Creditors: amounts falling due after more than one year
18
(3,916,131)
-
Provisions for liabilities
Deferred tax liability
21
68,237
-
0
(68,237)
-
Net assets
3,418,753
1,110
Capital and reserves
Called up share capital
24
6,624
1,110
Merger reserve
3,773,376
-
0
Profit and loss reserves
(361,247)
-
0
Total equity
3,418,753
1,110

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 7 October 2026 and are signed on its behalf by:
07 October 2026
Mr S A Hoban
Director
Company registration number 16041937 (England and Wales)
SURESITE GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 10 -
31 March 2026
30 June 2025
Notes
£
£
£
£
Fixed assets
Investments
13
10,500,000
-
0
Current assets
Debtors
16
27,083
1,110
Creditors: amounts falling due within one year
17
(3,109,208)
-
Net current (liabilities)/assets
(3,082,125)
1,110
Total assets less current liabilities
7,417,875
1,110
Creditors: amounts falling due after more than one year
18
(3,916,131)
-
0
Net assets
3,501,744
1,110
Capital and reserves
Called up share capital
24
6,624
1,110
Merger reserve
3,773,376
-
0
Profit and loss reserves
(278,256)
-
0
Total equity
3,501,744
1,110

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £278,256 (2025 - £0 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 7 October 2026 and are signed on its behalf by:
07 October 2026
Mr S A Hoban
Director
Company registration number 16041937 (England and Wales)
SURESITE GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2026
- 11 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 25 October 2024
-
0
-
-
0
-
Period ended 30 June 2025:
Profit and total comprehensive income
-
-
-
-
Issue of share capital
24
1,110
-
-
1,110
Balance at 30 June 2025
1,110
-
-
0
1,110
Period ended 31 March 2026:
Loss and total comprehensive income
-
-
(361,247)
(361,247)
Issue of share capital
24
5,514
-
-
5,514
Other movements
-
3,773,376
-
3,773,376
Balance at 31 March 2026
6,624
3,773,376
(361,247)
3,418,753
SURESITE GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2026
- 12 -
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 25 October 2024
-
0
-
-
0
-
Period ended 30 June 2025:
Profit and total comprehensive income for the period
-
-
-
-
0
Issue of share capital
24
1,110
-
-
1,110
Balance at 30 June 2025
1,110
-
-
0
1,110
Period ended 31 March 2026:
Profit and total comprehensive income
-
-
(278,256)
(278,256)
Issue of share capital
24
5,514
-
-
5,514
Other movements
-
3,773,376
-
3,773,376
Balance at 31 March 2026
6,624
3,773,376
(278,256)
3,501,744
SURESITE GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2026
- 13 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
2,242,216
-
0
Interest paid
(338,994)
-
0
Net cash inflow from operating activities
1,903,222
-
Investing activities
Purchase of business net of cash acquired
(2,527,256)
-
Purchase of intangible assets
(9,375)
-
Purchase of tangible fixed assets
(45,494)
-
Proceeds from disposal of tangible fixed assets
1,279
-
Interest received
22,354
-
0
Net cash used in investing activities
(2,558,492)
-
Financing activities
Proceeds from borrowings
2,739,085
-
Payment of finance leases obligations
(590)
-
Net cash generated from financing activities
2,738,495
-
Net increase in cash and cash equivalents
2,083,225
-
Cash and cash equivalents at beginning of period
-
0
-
0
Cash and cash equivalents at end of period
2,083,225
-
0
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
- 14 -
1
Accounting policies
Company information

Suresite Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4a Millennium City Park, Barnfield Way, Preston, PR2 5DB.

 

The group consists of Suresite Group Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 25 October 2024, and prepared its first set of accounts to 30 June 2025. The company then shortened its period end to 31 March 2026 to align with other group companies. The current financial period covers the 9 months from 1 July 2025 to 31 March 2026. As the comparatives cover the period from 25 October 2024 to 30 June 2025, the financial performance will not be entirely comparable.

1.2
Basis of preparation

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.

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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the fair value of assets given and equity instruments issued over their nominal value has been recognised as a merger reserve.

 

The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Suresite Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Revenue

Revenue represents amounts receivable for goods and services during the period, exclusive of Value Added Tax. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Services provided during the period but not invoiced by the period end are included within accrued income. Services not provided during the period but invoiced by the period end are included within deferred income.

1.7
Research and development expenditure

Research expenditure is written off against profits in the period in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 16 -
1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.9
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.

 

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.

Amortisation 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:

Development costs
3 years straight line
1.10
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Plant and equipment
1-10 years straight line
Fixtures and fittings
2-4 years straight line
Computer equipment
2-4 years 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 recognised in the profit and loss account.

1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 17 -
1.12
Impairment of fixed assets

At each reporting period end date, the group 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).

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 is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
Cash and cash equivalents

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

1.15
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 cash 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.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.16
Equity instruments

Equity instruments issued by the group 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 group.

1.17
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 19 -
Current tax

The tax currently payable is based on taxable profit for the period. 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 group’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 if, and only if, there is 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.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 20 -
1.21
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 group’s accounting policies, the directors are 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.

 

The directors do not believe that there are any estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

3
Turnover and other revenue
2026
2025
£
£
Turnover analysed by class of business
Card processing services
18,675,763
-
Consultancy services
946,704
-
19,622,467
-
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
19,603,986
-
Ireland
18,481
-
19,622,467
-
2026
2025
£
£
Other revenue
Interest income
52,089
-
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 21 -
4
Exceptional item
2026
2025
£
£
Expenditure
Non-operational costs
109,857
-
109,857
-
5
Operating profit
2026
2025
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange losses
3,517
-
Fees payable to the group's auditor for the audit of the group's financial statements
8,000
-
Depreciation of tangible fixed assets
112,065
-
Profit on disposal of tangible fixed assets
(1,279)
-
Amortisation of intangible assets
609,748
-
Operating lease charges
69,568
-
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Directors and management
6
-
-
-
Sales and commercial
7
-
-
-
Finance and HR
4
-
-
-
IT
6
-
-
-
Administrative
10
-
-
-
Assessors
6
-
-
-
Total
39
0
0
0
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
6
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
1,712,422
-
0
-
0
-
0
Social security costs
203,416
-
-
-
Pension costs
29,145
-
0
-
0
-
0
1,944,983
-
0
-
0
-
0
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
195,546
-
Company pension contributions to defined contribution schemes
991
-
196,537
-
8
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
22,354
-
0
Other interest income
29,735
-
Total income
52,089
-
0
9
Interest payable and similar expenses
2026
2025
£
£
Other interest on financial liabilities
338,403
-
Other interest
591
-
Total finance costs
338,994
-
0
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 23 -
10
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
126,918
-
0
Adjustments in respect of prior periods
(551)
-
0
Total current tax
126,367
-
0
Deferred tax
Origination and reversal of timing differences
(44,404)
-
0
Total tax charge
81,963
-
0

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2026
2025
£
£
Loss before taxation
(279,284)
-
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(69,821)
-
Tax effect of expenses that are not deductible in determining taxable profit
152,335
-
0
Adjustments in respect of prior years
(551)
-
0
Taxation charge
81,963
-

In March 2021 the Chancellor confirmed, in the budget, an increase in the corporation tax rate from 19% to 25%. This increase took effect from 1 April 2023, resulting in an overall tax rate of 25% (2025: 25%) for the group. Deferred tax has therefore been provided for at 25% (2025: 25%).

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 24 -
11
Intangible fixed assets
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 July 2025
-
0
-
0
-
0
Additions - separately acquired
-
0
9,375
9,375
Additions - business combinations
7,816,777
-
0
7,816,777
Transfers
-
0
487,712
487,712
At 31 March 2026
7,816,777
497,087
8,313,864
Amortisation and impairment
At 1 July 2025
-
0
-
0
-
0
Amortisation charged for the period
586,258
23,490
609,748
Transfers
-
0
446,486
446,486
At 31 March 2026
586,258
469,976
1,056,234
Carrying amount
At 31 March 2026
7,230,519
27,111
7,257,630
At 30 June 2025
-
0
-
0
-
0
The company had no intangible fixed assets at 31 March 2026 or 30 June 2025.
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 25 -
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 July 2025
-
0
-
0
-
0
-
0
Additions
-
0
19,864
25,630
45,494
Disposals
-
0
-
0
(8,586)
(8,586)
Transfers
46,568
528,144
47,973
622,685
At 31 March 2026
46,568
548,008
65,017
659,593
Depreciation and impairment
At 1 July 2025
-
0
-
0
-
0
-
0
Depreciation charged in the period
2,308
95,045
14,712
112,065
Eliminated in respect of disposals
-
0
-
0
(8,586)
(8,586)
Transfers
36,761
187,430
45,210
269,401
At 31 March 2026
39,069
282,475
51,336
372,880
Carrying amount
At 31 March 2026
7,499
265,533
13,681
286,713
The company had no tangible fixed assets at 31 March 2026 or 30 June 2025.
13
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
10,500,000
-
0
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2025
-
Additions
10,500,000
At 31 March 2026
10,500,000
Carrying amount
At 31 March 2026
10,500,000
At 30 June 2025
-
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 26 -
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Suresite Group Limited
1
Ordinary
100.00
-
Suresite Card Services Limited
1
Ordinary
0
100.00
Suresite Health & Safety Limited
1
Ordinary
0
100.00
Suresite EBT Limited
1
Ordinary
0
100.00
Suresite Card Services Europe Limited
2
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
4a Millennium City Park, Barnfield Way, Ribbleton, Preston, Lancashire, PR2 5DB
2
Unit 3d North Point House, North Point Business Park, New Mallow Road, T23 AT20, Ireland
15
Stocks
Group
Company
2026
2025
2026
2025
£
£
£
£
Finished goods and goods for resale
2,356
-
0
-
0
-
0
16
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
518,232
-
0
-
0
-
0
Unpaid share capital
-
0
1,110
-
0
1,110
Corporation tax recoverable
556,018
-
0
-
0
-
0
Other debtors
612,139
-
0
-
0
-
0
Prepayments and accrued income
2,707,396
-
0
-
0
-
0
4,393,785
1,110
-
1,110
Amounts falling due after more than one year:
Deferred tax asset (note 21)
27,083
-
0
27,083
-
0
Total debtors
4,420,868
1,110
27,083
1,110
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Obligations under finance leases
20
1,782
-
0
-
0
-
0
Other borrowings
19
1,354,204
-
0
1,354,204
-
0
Trade creditors
3,587,386
-
0
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,678,982
-
0
Corporation tax payable
126,368
-
0
-
0
-
0
Other taxation and social security
930,983
-
0
-
0
-
0
Other creditors
44,047
-
0
-
0
-
0
Accruals and deferred income
602,901
-
0
76,022
-
0
6,647,671
-
0
3,109,208
-
0
18
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Other borrowings
19
3,916,131
-
0
3,916,131
-
0
19
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Other loans
5,270,335
-
0
5,270,335
-
0
Payable within one year
1,354,204
-
0
1,354,204
-
0
Payable after one year
3,916,131
-
0
3,916,131
-
0

Other borrowings include a £2,739,085 secured term loan facility. The loan is repayable by quarterly instalments together with a final bullet repayment on maturity in June 2030. Interest is payable at 11.5% per annum. The loan is secured by a debenture incorporating fixed and floating charges over the assets of the company and certain subsidiaries. In addition, guarantees have been provided by certain subsidiaries.

 

The balance of other borrowings comprises unsecured loan notes. Interest at Bank of England base rate plus 0.5% is payable on certain of these loan notes.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 28 -
20
Finance lease obligations
Group
Company
2026
2025
2026
2025
Amounts due:
£
£
£
£
Current liabilities
1,782
-
0
-
0
-
0
Non-current liabilities
-
0
-
0
-
0
-
0
Group
Company
2026
2025
2026
2025
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
1,782
-
0
-
0
-
0

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The liability is secured on the assets to which it relates.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2026
2025
2026
2025
Group
£
£
£
£
Accelerated capital allowances
72,303
-
-
-
Tax losses
-
-
8,078
-
Short term timing differences
(4,066)
-
19,005
-
68,237
-
27,083
-
Liabilities
Liabilities
Assets
Assets
2026
2025
2026
2025
Company
£
£
£
£
Tax losses
-
-
8,078
-
Short term timing differences
-
-
19,005
-
-
-
27,083
-
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
21
Deferred taxation
(Continued)
- 29 -
Group
Company
2026
2026
Movements in the period:
£
£
Asset at 1 July 2025
-
-
Credit to profit or loss
(44,404)
(27,083)
Transferred in on acquisition of subsidiaries
85,558
-
Liability/(Asset) at 31 March 2026
41,154
(27,083)

As at the signing date of these financial statements, the group has not finalised its capital expenditure programme for 2026/27, therefore an assessment as to the likely movement of related timing differences cannot be made.

22
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
29,145
-

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share-based payment transactions

In February 2022, Suresite Group Limited, a subsidiary company, established an EMI share option plan for key employees and granted options over shares held by certain existing shareholders. The options had an exercise price of £nil.

 

In October 2024, 15% of the share options were exercised in Suresite Group Limited. The remaining options were only exercisable upon an exit event.

 

During the period, following a management buyout, the remaining share options were exchanged for options in this company over the Ordinary D shares.

 

The following table illustrates the number and exercise price of, and movement in, shares under option in the period.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
23
Share-based payment transactions
(Continued)
- 30 -
Group
Number of share options
Weighted average exercise price
2026
2025
2026
2025
Number
Number
£
£
Outstanding at 1 July 2025
-
-
-
-
Granted
148,750
-
-
-
Outstanding at 31 March 2026
148,750
-
-
-
Exercisable at 31 March 2026
-
-
-
-
Company
Number of share options
Weighted average exercise price
2026
2025
2026
2025
Number
Number
£
£
Outstanding at 1 July 2025
-
-
-
-
Granted
148,750
-
-
-
Outstanding at 31 March 2026
148,750
-
-
-
Exercisable at 31 March 2026
-
-
-
-

The options have been valued using the Black-Scholes model.

 

During the period the company recognised total share-based payment expenses of £nil (2025: £nil). A charge has not been included due to this being immaterial to the financial statements.

24
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
115,000
115
1,150
1
B Ordinary shares of 1p each
66,000
66
660
1
C Ordinary shares of 1p each
184,000
184
1,840
2
D Ordinary shares of 1p each
187,000
187
1,870
2
E Ordinary shares of 1p each
110,400
110,400
1,104
1,104
662,400
110,952
6,624
1,110
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
24
Share capital
(Continued)
- 31 -

During the period various share changes took place to facilitate a group restructure. As a result, the share capital of the company is now as shown above.

 

The A, B, C and D Ordinary shares will be entitled to 83.33% of the votes, split in proportion to the shares in issue in each class from time to time. The A, B, C and D Ordinary shares will be entitled to the first £8,280,000 of consideration in the event of a sale or winding up of the company.

25
Acquisition of a business

On 1 July 2025 the group acquired 100% of the issued capital of Suresite Group Limited and its subsidiaries.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
41,226
-
41,226
Property, plant and equipment
353,284
-
353,284
Inventories
13,486
-
13,486
Trade and other receivables
4,067,606
-
4,067,606
Cash and cash equivalents
1,661,494
-
1,661,494
Finance lease creditors
(2,372)
-
(2,372)
Trade and other payables
(3,921,960)
-
(3,921,960)
Corporation tax recoverable
556,017
-
556,017
Deferred tax
(85,558)
-
(85,558)
Total identifiable net assets
2,683,223
-
2,683,223
Goodwill
7,816,777
Total consideration
10,500,000
The consideration was satisfied by:
£
Cash
4,188,750
Issue of shares
3,780,000
Loan notes
2,531,250
10,500,000
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
19,622,467
Loss after tax
(361,247)
SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 32 -
26
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2026
2025
2026
2025
£
£
£
£
Within 1 year
69,420
-
-
-
Years 2-5
208,260
-
-
-
277,680
-
-
-
27
Events after the reporting date

On 31 July 2026 the group disposed of its 100% shareholding in Suresite Health and Safety Limited for £2.4m, together with potential earn-out consideration based on future trading performance.

28
Related party transactions

As permitted by FRS102 Section 33, transactions entered into between two or more members of the group are not disclosed, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

 

During the period the group recognised interest income of £29,735 from a shareholder. Included in debtors at the period end is £571,638 due from this individual.

 

Included in creditors is £2,531,250 of loan notes payable to certain individuals, including former directors of subsidiary companies, and a current director of the parent and subsidiary companies.

SURESITE GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2026
- 33 -
29
Cash generated from group operations
2026
2025
£
£
Loss after taxation
(361,247)
-
Adjustments for:
Taxation charged
81,963
-
0
Finance costs
338,994
-
0
Investment income
(52,089)
-
0
Gain on disposal of tangible fixed assets
(1,279)
-
Amortisation and impairment of intangible assets
609,748
-
Depreciation and impairment of tangible fixed assets
112,065
-
Movements in working capital:
Decrease in stocks
11,130
-
Decrease in debtors
259,574
-
Increase in creditors
1,243,357
-
Cash generated from operations
2,242,216
-
30
Analysis of changes in net debt - group
1 July 2025
Cash flows
31 March 2026
£
£
£
Cash at bank and in hand
-
2,083,225
2,083,225
Borrowings excluding overdrafts
-
(5,270,335)
(5,270,335)
Obligations under finance leases
-
(1,782)
(1,782)
-
(3,188,892)
(3,188,892)
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