REGISTERED NUMBER: 02653446 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

PROBRAND LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

16

Directors:

C Griesbach

P Robbins

Secretary:

C Griesbach

Registered office:

Northern Assurance Buildings

Albert Square

9-21 Princess Street

Manchester

M2 4DN

Registered number:

02653446 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

Solicitors:

Gateley plc

111 Edmund Street

Birmingham

B3 2HJ

The directors present their strategic report for the year ended 31 December 2024.

Review of business

In 2024 we continued to board more customers onto our Procurement Platform and have worked on rapid integration solutions to enable customers to connect our unique solution through the various P2P and S2P systems or SSO via their active directories and we have boarded several customers who are now using us for both large projects as well as their day to day tail end procurement. Plans are now in place to scale up the boarding process.

Adoption of the platform has also led to an increase in uptake of self-serve by customers.

The group's key financial and other performance indicators during the year were as follows:

Unit

2024

2023

Turnover

£

55,382,223

49,280,437

Gross profit margin

%

17.2

19.2

Profit before tax

£

65,118

159,540

Principal risks and uncertainties

Supply Chain Risk Plan 2024

The IT supply chain is susceptible to various risks that can disrupt operations, compromise data security, and impact business continuity. This risk mitigation plan outlines strategies to identify, assess, and address risks in the IT supply chain.

Risk Identification:

We identify potential risks within our supply chain by conducting a thorough assessment of the following areas:

Supplier Risks: Assess suppliers' financial stability, security practices, and contingency plans.

Logistical Risks: Identify potential disruptions in transportation and delivery.

Geopolitical Risks (such as the current war in Ukraine): Consider geopolitical factors that could affect the availability of components or services.

Regulatory Compliance Risks: Ensure compliance with relevant data protection and industry regulations.

Mitigation Strategies:

We implement the following strategies to mitigate risks within the IT supply chain:

Diversification of Suppliers:

- Our Procurement Platform scours the market real time to enable us to buy from suppliers with stock availability at the cheapest price

- We actively reduce dependence on a single supplier by establishing relationships with multiple reliable vendors across common categories of spend.

- We also ensure that we are partnering with a broad coverage of IT vendors to enable us to offer our clients freedom of choice.

Supplier Due Diligence:

- We conduct thorough background checks on all suppliers to assess their financial stability, security practices, and adherence to industry standards.

- Each supplier will go through a strict onboarding process that conforms to a CIPS standard and we also ensure the supplier meets our minimum expected criteria of SLA's and protocols.

Third-party Audits:

- We perform regular audits of suppliers' security practices and IT infrastructure to ensure alignment with your organisation's standards.

- We will also keep up to date records of contractual agreements, NDA's and all other necessary conformances.

Geographical Diversity:

- We distribute and engage suppliers across different geographic regions to minimize the impact of localised disruptions and supply chain constraints.

Logistics Planning:

- We maintain contingency plans for transportation disruptions, including alternative routes and logistics partners.

- Probrand also have our own logistics infrastructure that we can utilise alongside a broad distribution network.

- We have approved third party logistics providers in place for specialist services and overseas shipments.

- More recently we have integrated delivery tracking services from our suppliers in to our platform to enable our end customers to consume this data.

- We work extremely closely with our vendor partners and continually forecast stock for future order fulfilment. This helps to ensure uninterrupted supply in the event of any border delays. We are running continuous checks throughout our supply chain to ensure there is a high availability of core product lines.

Regulatory Compliance:

- We stay updated on relevant data protection and industry regulations to ensure compliance throughout the supply chain.

- We adhere to Modern Slavery Standards and all other appropriate regional, national and international laws.

Going concern

The directors consider it appropriate to prepare the financial statements on the going concern basis.

On behalf of the board:

C Griesbach - Director

10 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company in the year under review was that of the provision of digital and managed IT services incorporating cloud-based support, the delivery of IT solutions, and the sale of computer hardware and software.

Dividends

The total distribution of dividends for the year was £nil.

Future developments

We continue to invest heavily in our disruptive technology to create USP's against our competition.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C Griesbach

P Robbins

Financial instruments

The company enjoy significant facilities, operates stringent credit control and credit insurance procedures and sees the need to minimise financial risk at all stages as a priority.

The company's principal financial instruments comprise bank balances, trade debtors, trade creditors and an invoice discounting agreement. The main purpose of these instruments is to finance the business' operations.

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.

In respect of bank balances, liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest and fixed interest bank loans. All of the business' cash balances are held in such a way that achieves a competitive rate of interest. The business makes use of money market facilities when funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

C Griesbach - Director

10 September 2025

Opinion

We have audited the financial statements of Probrand Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's procedures regarding compliance and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation.

We understand that the company complies with the framework through outsourcing accounts preparation and tax compliance to external experts.

In the context of the audit, we considered those laws and regulations which determine the form and the content of the financial statements, which are central to the company's ability to conduct its business and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being the significance in the context of the company:

- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

- UK taxation law.

- ISO9001/14001/45001

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

- Inspecting correspondence in relation to compliance with ISOs.

The senior statutory audit led a discussion with senior member of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur.

The areas identified in this discussion were:

- Manipulation of financial statements, especially revenue, via fraudulent journal entries, particularly as the size of the company means that there is little opportunity for segregation of duties.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:

- We perform walkthrough testing to confirm that the company's own controls were operating correctly;

- As overstatement of revenue is considered a risk we test a sample of sales and purchases to confirm they are accounted for correctly and are appropriately disclosed;

- We test a sample of journals to confirm they are genuine transactions; and

- We review accounting estimates to confirm that they are reasonable. In particular, we review the capitalisation and valuation of development costs to confirm they are fairly stated.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

12 September 2025

Turnover

4

55,382,224

49,280,437

Cost of sales

(45,848,828

)

(39,816,761

)

Gross profit

9,533,396

9,463,676

Administrative expenses

(9,417,901

)

(9,201,314

)

Operating profit

6

115,495

262,362

Interest receivable and similar income

2,683

4,313

118,178

266,675

Interest payable and similar expenses

8

(53,060

)

(107,135

)

Profit before taxation

65,118

159,540

Tax on profit

9

(23,218

)

(44,087

)

Profit for the financial year

41,900

115,453

Other comprehensive income

-

-

Total comprehensive income for the year

41,900

115,453

Fixed assets

Tangible assets

10

6,951,020

6,461,348

Investments

11

1,002

1,002

6,952,022

6,462,350

Current assets

Stocks

12

179,380

182,357

Debtors

13

10,834,595

11,301,756

Cash at bank and in hand

28,523

116,459

11,042,498

11,600,572

Creditors

Amounts falling due within one year

14

12,262,988

12,396,508

Net current liabilities

(1,220,490

)

(795,936

)

Total assets less current liabilities

5,731,532

5,666,414

Provisions for liabilities

18

1,081,087

1,057,869

Net assets

4,650,445

4,608,545

Capital and reserves

Called up share capital

19

101,000

101,000

Retained earnings

20

4,549,445

4,507,545

Shareholders' funds

4,650,445

4,608,545

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:

C Griesbach - Director

P Robbins - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

101,000

4,392,092

4,493,092

Changes in equity

Total comprehensive income

-

115,453

115,453

Balance at 31 December 2023

101,000

4,507,545

4,608,545

Changes in equity

Total comprehensive income

-

41,900

41,900

Balance at 31 December 2024

101,000

4,549,445

4,650,445

Cash flows from operating activities

Cash generated from operations

1

2,959,053

1,925,987

Interest paid

(53,060

)

(107,135

)

Net cash from operating activities

2,905,993

1,818,852

Cash flows from investing activities

Purchase of tangible fixed assets

(1,621,218

)

(1,437,103

)

Sale of tangible fixed assets

-

43,332

Interest received

2,683

4,313

Net cash from investing activities

(1,618,535

)

(1,389,458

)

Cash flows from financing activities

Loan repayments in year

(1,367,225

)

(738,343

)

Amount withdrawn by directors

(8,169

)

(8,498

)

Net cash from financing activities

(1,375,394

)

(746,841

)

Decrease in cash and cash equivalents

(87,936

)

(317,447

)

Cash and cash equivalents at beginning of year

2

116,459

433,906

Cash and cash equivalents at end of year

2

28,523

116,459

1.	Reconciliation of profit before taxation to cash generated from operations

2024

2023

£

£

Profit before taxation

65,118

159,540

Depreciation charges

1,131,546

1,030,007

Profit on disposal of fixed assets

-

(27,441

)

Finance costs

53,060

107,135

Finance income

(2,683

)

(4,313

)

1,247,041

1,264,928

Decrease in stocks

2,977

202,357

Decrease in trade and other debtors

475,330

684,429

Increase/(decrease) in trade and other creditors

1,233,705

(225,727

)

Cash generated from operations

2,959,053

1,925,987

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

28,523

116,459

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

116,459

433,906

3.	Analysis of changes in net debt

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

116,459

(87,936

)

28,523

116,459

(87,936

)

28,523

Debt

Debts falling due within 1 year

(2,029,376

)

1,367,225

(662,151

)

(2,029,376

)

1,367,225

(662,151

)

Total

(1,912,917

)

1,279,289

(633,628

)

1.	Statutory information

Probrand Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statement cover the individual company. Group accounts are not required as all subsidiaries are dormant.

The directors consider it appropriate to prepare the financial statements on the going concern basis.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are not considered to be any critical judgements in applying the company's accounting policies.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets or liabilities within the next financial year are addressed below.

(i) System development costs depreciation

The depreciation rate applied to system development costs requires management's best estimate of the period over which benefits will accrue to the company as a result of the expenditure.

(ii) Bad debt provision

The company provides against all debtors which are not expected to be recovered based on management's best estimate of doubtful debts.

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of IT goods and services to customers. Income from sales of goods is recognised on despatch. Income from service and maintenance contracts is recognised over the period of the contract.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

System development costs

-

10% straight line and 8.33% straight line

Improvements to property

-

33% straight line and 10% straight line

Fixtures and fittings

-

20% straight line

Computer equipment

-

25% straight line

Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances, 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.

There are no assets which are initially measured at fair value.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies that are classified as debt, 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.

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. Accounts 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

System development costs

Development costs are capitalised only to the extent that they lead to the creation of an enduring asset which delivers benefits as least as great as the amount capitalised. If there is insufficient evidence on which to base reasonable estimates of the economic benefits that will be generated in the period the costs of developing the design and content are charged to the profit and loss account.

Development costs are depreciated over their estimated useful economic life of ten years.

4.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Sale of goods

46,785,235

40,681,326

Supply of services

8,596,989

8,599,111

55,382,224

49,280,437

5.	Employees and directors

2024

2023

£

£

Wages and salaries

5,527,711

5,541,717

Social security costs

642,905

630,336

Other pension costs

194,456

209,660

6,365,072

6,381,713

The average number of employees during the year was as follows:

2024

2023

Administration and support

20

19

Sales

50

53

Distribution

2

2

Other departments

2

2

Engineers

38

36

Procurement

13

12

125

124

In addition salaries of £329,133 (2023 - £315,948) and employer's National Insurance of £54,902 (2023 - £37,136) representing work in respect of system development costs have been capitalised.

2024

2023

£

£

Directors' remuneration

417,849

453,778

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

222,200

259,662