The directors present the strategic report for the year ended 30 September 2024.

This year’s performance has met the Board’s expectations, achieving turnover growth of 21% to £39.8m from £32.9m a year earlier. Our journey from a founder-led venture 25+ years ago to today’s mid-market digital transformation leader has been shaped by growth, innovation, and people. In the past year, we served almost 1,000 clients, retained more than 95% of our top talent, and achieved an +40 client NPS, showcasing our commitment to excellence benefits both our clients and our team.

Our journey over the past few years has combined organic growth with the strategic acquisitions of Clarivos, DSCallards, and Cloud Business between May 2022 and February 2024. These acquisitions account for 40% of our nearly 300 strong team and have expanded our capabilities to deliver an even broader range of high-value solutions, from ‘office of the CFO’ transformation and analytics, to 24/7/365 IT managed services, and advanced cybersecurity with AI-enabled SOC. Today, our talented teams which span across 8 countries work seamlessly to connect our clients’ most critical needs with comprehensive, end-to-end solutions.

Innovation That Moves Business Forward

Innovation at Codestone is rooted in solving real problems for real businesses. We know that ERP systems are central to how organisations run, so we’ve focused on making them faster to deploy, easier to manage, and more effective from day one. Our ‘INSIGHT’ for Finance solution allows businesses to implement Cloud ERP and Analytics in just a few weeks, with cost certainty built in.

We’ve also expanded the INSIGHT range to support planning and consolidation needs, adapting to different languages and regional requirements. This is powered by the tools and knowledge we’ve built over years of hands-on experience.

Security is a core part of everything we deliver. With CyberCare, we’ve developed AI-driven protection for the systems our clients rely on most. And through CloudCare, we provide fully managed IT and application support so teams can stay focused on what matters.

We don’t build solutions in isolation. Our team stays connected to the market and works closely with clients to develop tools and services that genuinely support how they operate and grow.

Client Success, Shared Growth

Our work is driven by purpose.

We help our clients thrive through meaningful digital transformation. That might mean finding better ways to serve their customers, staying ahead in a competitive market, or building a workplace that attracts and keeps great people. Whatever the goal, we're focused on creating genuine, measurable outcomes.

Every transformation is unique, and we’re proud to play a part in each one.

At the heart of our business is a simple truth. People make it work. Their energy, ideas and commitment have brought us to where we are today, and they continue to drive us forward.

We have put in place a clear and focused people strategy built on three fundamentals. We have embedded scalable systems and platforms that support our team and enable us to grow with confidence. We have implemented engagement initiatives that genuinely add value, not just on paper, but in how people experience their careers here. These include clear development pathways, reward and recognition schemes that celebrate contribution, and cultural activities that reflect who we are and what we stand for. We have also connected the business through integrated processes that bring teams together and strengthen collaboration across every part of the organisation.

This foundation has already made a difference, and we are committed to building on it. We continue to invest in learning and development, helping our people grow their skills, confidence and ability to lead through change. Our first Leadership Development Programme brought together over 40 team members and concluded for the main cohort in July 2024. It provided practical tools to lead effectively, support teams and build resilience in a fast-changing environment. The programme now continues for those stepping into new leadership roles, ensuring we maintain consistency in how leadership is practised across the organisation. This continuity matters. It helps us build a shared mindset and a common language around what good leadership looks like, reinforcing clarity and trust as we grow.

At the centre of this approach are our He(art) of Leadership values. Communication, integrity, resourcefulness, resilience and agility. Among these, we place particular importance on effective communication. We believe it is the foundation of strong leadership, enabling transparency, connection and accountability across teams. When communication is clear and honest, people feel supported, aligned and empowered to do their best work.

Everything we do is anchored around our cultural framework: THRIVE. Talent, Hearts, Responsibility, Innovation, Value and Excellence. These principles guide how we support each other and how we show up for our clients.

Technology Partners

We work closely with a select group of technology partners whose platforms are continuously evolving and creating meaningful value for the market. These relationships are built on trust, alignment and a shared commitment to innovation.

Our long-standing partnership with SAP has earned us consistent recognition across multiple solutions, including Business One, Business ByDesign and S4HANA Public Cloud. We are proud to be counted in the small group of strategically managed SAP partners in the UK and Ireland. This reflects both our depth of expertise and the outcomes we deliver.

Over decades we have adapted a strong portfolio of solutions using Microsoft’s leading technology stack. From Dynamics and Azure Cloud to Modern Workplace and Productivity, AI and Security, we help clients unlock the full potential of Microsoft’s technology to support growth, efficiency and resilience.

Codestone’s approach has always been grounded in helping clients understand and adopt best practices tailored to their unique business context. We guide them away from overly customised solutions and toward strategic implementations that unlock real operational and commercial value.

This philosophy continues to earn us recognition across the industry:

• ERP Today’s “Transformation Project of the Year": Celebrating our ability to deliver meaningful change through smart ERP deployment

• High Growth Tech Company of the Year: Awarded by the South Coast Tech & Innovation Awards for our sustained momentum and innovation

• Best ERP-Led Digital Transformation Firm: A testament to the impact of our solutions on business performance

• Ranked in the UK’s Top 50 MSPs: For the second year running, acknowledging our excellence in managed services delivery

• Culture 100 Winner (2024): Proudly named one of the top 100 companies to work for in the UK, reflecting our people-first culture

• Shortlisted for the Diversity in Tech Impact Award: Recognising our commitment to fostering an inclusive tech workplace

• Multiple CRN Award Nominations, including:

o    Championing Diversity Award

o    Equitable Place to Work

o    Cultural Inclusion Company of the Year

o    Best Customer Event UK (for the second consecutive year)

• CRN Women & Diversity in Channel Awards: 3 of our exceptional team members shortlisted as finalists, showcasing the depth of talent and leadership across our business

• G-Cloud 14 Framework Approval: Enabling us to bring our proven solutions to the UK public sector with even greater reach and impact

• Collectively, these honours reflect more than just success. They represent our relentless drive to deliver value, foster inclusion, and lead with purpose.

Looking Ahead

As we look to the future, our focus remains clear. We are here to enable mid-sized businesses around the world to navigate digital transformation with confidence. Our approach brings together enterprise grade technology, human centred design and flexible delivery, all tailored to the unique challenges and goals of each client.

Our solutions continue to evolve in step with changing business needs, market shifts and emerging technologies. Whether it is data strategy, security, culture or cloud, we make sure every part of the digital journey works together to drive sustainable success.

The strength of our performance speaks to the growing demand for what we offer and the resilience of our model. As we grow into new international markets, we are equally proud of the global reach of our team, a diverse group of talented professionals working across multiple regions, united by a shared purpose.

Alongside this growth, we will continue to strengthen our commitment to environmental, social and governance principles. We are actively developing our ESG and CSR strategy to ensure we operate responsibly, create meaningful impact and contribute positively to the communities and environments in which we work.

The Board actively reviews and monitors potential risks as part of our ongoing risk management programme, designed to minimise any adverse impact on the business.

Financial Risk Management

Codestone’s finance department maintains a financial risk register and provides regular updates to the Board. Liquidity risk remains the principal financial risk and is actively managed through robust credit control practices.

The Board frequently reviews the group’s cash position and cash flow forecasts to ensure sound financial oversight. The group holds a free cash balance, and the wider group has access to committed bank facilities to support investment and working capital needs as part of its growth strategy.

Price Risk

Codestone enters into pricing agreements with suppliers wherever feasible to reduce exposure to price volatility.

Credit Risk

Codestone manages its exposure to credit risk through the use of robust operational systems. Credit limits are assigned to clients and are regularly monitored and reviewed by the finance department.

Performance is monitored for Codestone Solutions Limited and all group entities monthly and reported to the main Board against the budget and a number of key performance indicators.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 September 2024.

The results for the year are set out on page 11.

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

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

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.

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Morris Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 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, the company statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 30 September 2024 and of the group's loss for the year then ended;

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

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

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's 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 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 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 directors are responsible for the other information. The other information comprises the information in the Group strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

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. In connection with our audit of the financial statements, 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 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company 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.

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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation.

We considered the extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our tests included agreeing the financial statements disclosures to underlying supporting documentation and enquiries with management and obtaining an understanding of the control environment in place to prevent and detect irregularities.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 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 £1,620,898 (2023 - £1,369,543 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Morris Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

The group consists of Morris Topco Limited and all of its subsidiaries.

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

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.

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 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.

The consolidated group financial statements consist of the financial statements of the parent company Morris Topco Limited together with all entities controlled by the parent company (its subsidiaries).

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

At the time of approving the financial statements, the directors have a reasonable expectation that the group has 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.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods and services is recognised when the right to consideration in respect of the sale has been earned.

For fixed term contracts, revenue is recognised on a time apportioned basis over the length of the contract. For support service 'labour' hours invoiced in advance, the revenue is derived from time spent on the contract as at the period end.

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

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.

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 expenditure on an individual project are recognised as an intangible asset when the company can demonstrate:

- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

- Its intention to complete and its ability to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

- The ability to use the intangible asset generated

Where the directors are satisfied as to the technical, commercial and financial viability of individual projects, the identifiable expenditure is deferred and amortised over the period during which the company is expected to benefit. This period is expected to be twelve years.

At the balance sheet date the directors undertook an impairment review and it was determined that one project was no longer viable. All capitalised development expenditure relating to that project has therefore been fully impaired at the year end.

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

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

Freehold land and buildings are recorded at cost. No depreciation is provided in respect of freehold land. Buildings are depreciated over a 50 year term.

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.

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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

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.

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, 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.

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, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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 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.

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

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.

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

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.

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

Their aggregate remuneration comprised:

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

Details of the company's subsidiaries at 30 September 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Included in accruals and deferred income is deferment of income for annual maintenance contract and block support monies received in advance, amounting to £8,325,551 (2023: £5,518,100).

All amounts owing to Shawbrook Bank Limited are secured against all the property or undertaking of the company and its group, by way of a legal charge dated 7 July 2021.

Amounts owing to parties connected with the acquired Rinedata Holdings Ltd are secured against the property and undertaking of Morris Bidco Ltd and Morris Topco Ltd, by way of legal charges dated 3 May 2022.

All monies due to or to become due to NatWest Bank PLC are secured by way of a fixed and floating charge, dated 15 December 2016, over all the property of the company and a first legal

The bank loan held in Codestone Estates Ltd is repayable over 120 months, Interest is charged at a fixed rate of 3.12% for the first 60 months followed by 60 months with interest charged at 1.81%p.a. over Base rate, unless otherwise agreed between the Bank and the Company.

The bank loan held in Morris Bidco Ltd is repayable 72 months after the date of the agreement. Interest accrues at a rate of 7% above the Sterling Overnight Index Average interest rate, with payments of accrued interest being made at interim periods agreed with the lender.

Details of shares shown as liabilities are as follows:

7,613,158 1p Preference Shares were issued on 2 March 2021 at a 99p premium per share, a further 37,125 1p Preference Shares being issued on 3 May 2022, at a 99p premium per share, and a further 95,257 1p Preference Shares being issued on 2 November 2022, also at a 99p premium per share. On 14 February 2024, a further 1,758,900 1p Preference Shares were issued at a 99p premium.

Dividends are accruing at a rate of 10% per annum, with the total owing liability at the balance sheet date being £12,690,530 (2023: £9,896,612).

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

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.

On 04 October 2023, the company issued 439 C Ordinary shares with a nominal value of £0.01 for total consideration of £3,161.

On 11 October 2023, the company repurchased and cancelled 842 B Ordinary shares and 1,228 C Ordinary shares.

On 03 November 2023, the company issued 2,545 C Ordinary shares with a nominal value of £0.01 for total consideration of £18,324.

On 14 February 2024, the company issued:

• 25,072 A Ordinary shares with a nominal value of £0.01 for total consideration of £1,215,992

• 9,064 B Ordinary shares with a nominal value of £0.01 for total consideration of £439,604

• 4,833 C Ordinary shares with a nominal value of £0.01 for total consideration of £58,624

On 06 March 2024, the company repurchased and cancelled 2 B Ordinary shares and 877 C Ordinary shares.

On 06 August 2024, the company repurchased and cancelled 1,755 C Ordinary shares.

On 06 August 2024, the company issued 439 C Ordinary shares with a nominal value of £0.01 for total consideration of £5,488.

On 24 September 2024, the company repurchased and cancelled 66 B Ordinary shares and 439 C Ordinary shares.

During the year Morris Bidco Limited acquired 100% of the Ordinary share capital of Cloud Business Enterprise Ltd.

The amounts recognised in respect of the identifiable assets and liabilities acquired during the year as part of the acquisition of Coud Business Enterprise Ltd are as set out in the table below:

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:

On 4 October 2024, £1,108,000 of C class loan notes were issued by Morris Midco Ltd. These loan notes do not incur any interest and are repayable at three times their principal value upon completion of a disposal, listing or sale.

On 28 March 2025, the company sold the Land and Buildings shown in the Balance Sheet at the year end for £1,050,000. At this date, the mortgage outstanding on the property was settled in full.

At the beginning of the period, the group had loan note liabilities to an entity with control over the group, with a nominal value of £2,846,387 (2023: £2,846,387). During the year a further £1,292,000 (2023: £Nil) of loan notes were issued to the same entity. At the year end a balance of £5,387,250 (2023: £3,646,266) representing the nominal value plus interest accrued, is included within creditors: amounts falling due after more than one year.

At the beginning of the period, the group had loan note liabilities to key management personnel, with a nominal value of £3,932,499 (2023: £3,837,242). During the year, a further £466,900 (2023: £95,257) of loan notes were issued and £54,063 (2023: £Nil) were repaid. At the year end a balance of £5,940,656 (2023: £5,012,937) representing the nominal value plus interest accrued, is included within creditors: amounts falling due after more than one year.

At the beginning of the period, the group had loan note liabilities to key management personnel, with a nominal value of £3,210,000 (2023: £3,210,000). At the year end a balance of £3,370,179 (2023: £3,302,832) representing the nominal value plus interest accrued, is included within creditors: amounts falling due after more than one year.

FPE Capital LLP is the company's ultimate parent, a limited liability partnership the registered office of which is 7-9 Swallow Street, London, W1B 4DE.