Company No: 06681476 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	12,001,179		12,001,254
Investments	5	15,000		15,000
		12,016,179		12,016,254
Current assets
Debtors	6	5,878,745		5,626,559
Cash at bank and in hand		0		2,071
		5,878,745		5,628,630
Creditors: amounts falling due within one year	7	( 263,577)		( 157,453)
Net current assets		5,615,168		5,471,177
Total assets less current liabilities		17,631,347		17,487,431
Net assets		17,631,347		17,487,431
Capital and reserves
Called-up share capital	8	54,229,225		54,096,976
Capital redemption reserve		102,861		87,707
Profit and loss account		( 36,700,739 )		( 36,697,252 )
Total shareholders' funds		17,631,347		17,487,431

For the financial year ending 31 May 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of SYS8 Holding Limited (registered number: 06681476) were approved and authorised for issue by the Director. They were signed on its behalf by:

Ms Eva De Almeida Director

09 October 2026

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

SYS8 Holding Limited (the company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is Sandford Gate East Point Business Park, Sandy Lane West, Oxford, OX4 6LB, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The director has assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Trademarks, patents and licences

20 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Vehicles

10 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

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 creditors: amounts falling due within one year.

Financial instruments

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

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Profit and Loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

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.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the company during the year, including the director	1		1

3. Intangible assets

	Trademarks, patents and licences		Total
	£		£
Cost
At 01 June 2024	45,647,512		45,647,512
At 31 May 2025	45,647,512		45,647,512
Accumulated amortisation
At 01 June 2024	33,646,258		33,646,258
Charge for the financial year	75		75
At 31 May 2025	33,646,333		33,646,333
Net book value
At 31 May 2025	12,001,179		12,001,179
At 31 May 2024	12,001,254		12,001,254

The directors review the carrying value of intangible assets at each reporting date to assess whether there are any indicators of impairment. Based on this review, and having considered the expected future economic benefits arising from the underlying asset, the directors are satisfied that the carrying value of the intangible asset is recoverable and that no impairment provision is required at the balance sheet date.

4. Tangible assets

	Vehicles		Total
	£		£
Cost
At 01 June 2024	12,663		12,663
Disposals	( 12,663)		( 12,663)
At 31 May 2025	0		0
Accumulated depreciation
At 01 June 2024	12,663		12,663
Disposals	( 12,663)		( 12,663)
At 31 May 2025	0		0
Net book value
At 31 May 2025	0		0
At 31 May 2024	0		0

5. Fixed asset investments

	2025		2024
	£		£
Subsidiary undertakings	15,000		15,000

Investments in subsidiaries

	2025
	£
Cost
At 01 June 2024	15,000
At 31 May 2025	15,000
Carrying value at 31 May 2025	15,000
Carrying value at 31 May 2024	15,000

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.05.2025	Ownership 31.05.2024	Held
SYS8 Trade Limited	Carpenter Court 1 Maple Road, Bramhall, Stockport, Cheshire, United Kingdom, SK7 2DH	Developing new technologies	Ordinary	98.04%	98.04%	Direct

6. Debtors

	2025		2024
	£		£
Amounts owed by group undertakings	5,878,745		5,592,606
Other debtors	0		33,953
	5,878,745		5,626,559

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

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	18		18
Amounts owed to group undertakings	43,502		44,118
Taxation and social security	0		400
Other creditors	220,057		112,917
	263,577		157,453

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

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
109,771 Ordinary B shares of € 100.00 each (2024: 108,049 shares of € 100.00 each)	11,083,645		10,936,242
1,551 Co-worker ordinary shares of € 100.00 each (2024: 1,728 shares of € 100.00 each)	111,980		127,134
1 Ordinary A share of £ 6,400.00	6,400		6,400
540,000 Ordinary shares of € 100.00 each	43,027,200		43,027,200
	54,229,225		54,096,976

During the year, 1,722 Ordinary B shares of €100 each were issued for total consideration of €172,200.

During the year, 177 Co-worker ordinary shares of €100 each were cancelled with an aggregate nominal value of €17,700.

9. Related party transactions

Other related party transactions

At the year end, the company had outstanding balances with group undertakings comprising amounts owed by group undertakings of £5,878,745 (2024: £5,592,606) and amounts owed to group undertakings of £43,502 (2024: £44,118). All balances were unsecured, interest-free and repayable on demand.

10. Events after the end of the reporting period

On 28 July 2025, 1,060 Ordinary B shares of €100 each were issued for total consideration of €106,000.

On 26 August 2026, a further 300 Ordinary B shares of €100 each were issued for total consideration of €30,000.

As these share issues occurred after the reporting date, they represent non-adjusting post balance sheet events and, accordingly, no adjustment has been made to these financial statements.

11. Ultimate controlling party

Parent Company:

Sensitlive Limited.

Sandford Gate East Point Business Park, Sandy Lane West, Oxford, OX4 6LB.