Company registration number 04384024 (England and Wales)
APPRISS RETAIL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
APPRISS RETAIL LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Income statement
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 25
APPRISS RETAIL LIMITED
COMPANY INFORMATION
Directors
M Osborne
K Beckman
Secretary
K Beckman
Company number
04384024
Registered office
8 Devonshire Square
London
United Kingdom
EC2M 4PL
Auditor
Azets Audit Services
Third Floor, Gateway House
Tollgate
Chandlers Ford
Hampshire
United Kingdom
SO53 3TG
APPRISS RETAIL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

Appriss Retail L td is a provider of solutions delivering a dvanced software, data and analytics that addresses challenging problems relating to global retail markets. The c ompany leverages Software-as-a-Service to both collect da ta and deliver information across the market segment via i t’s Secure TM suite of offerings. Utilizing Secure allows ret ailers to make better-informed, real time decisions with industry and data-science expertise lifting store performance by increasing sales, reducing loss and enhancing the customer experience. Additionally, the c ompany offers a light-weight, high performance data integration toolset, Real Time Integration RM (“RTI”), allowing customers efficient, secure and stable connectivity between applications.

Performance in the year

The company's performance for the twelve months ended 31 December 2024 produced a profit before tax of £1.1m. This was an increase from the profit before tax of £0.8m generated during the prior year ended 31 December 2023.

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

Unit
2024
2023
2022
Profit before tax as a percentage of turnover (with foreign exchange)
%
18.33
12.23
21.00
Operating expenses as a percentage of turnover
%
81.69
87.79
78.92
Revenue to employment costs
:1
1.67
1.65
1.96
Quick ratio (current assets/current liabilities)
:1
1.76
1.56
3.39
Principal risks and uncertainties

The principal risks faced by the company are market uncertainties and foreign exchange rate fluctuations. Market uncertainties are managed by investing in our products to position the company to provide high return on investments and improve profitability of our customers. Foreign exchange risks are managed partially through natural hedging occurring from the sale and purchases within the same currency.

On behalf of the board

M Osborne
Director
22 October 2025
APPRISS RETAIL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of the provision of software services, support and licences.

Results and dividends

The results for the year are set out on page 7.

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

Directors

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

H Magaro
(Resigned 3 October 2025)
M Osborne
K Beckman
Statement of directors' responsibilities

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 UK adopted international accounting standards. 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, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in UK adopted international accounting standards are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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.

APPRISS RETAIL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

- the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

On behalf of the board
M Osborne
Director
22 October 2025
APPRISS RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF APPRISS RETAIL LIMITED
- 4 -
Opinion

We have audited the financial statements of Appriss Retail Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity, the 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 UK adopted international accounting standards.

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 UK adopted international accounting standards; 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 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 annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 s trategic r eport and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

APPRISS RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APPRISS RETAIL LIMITED
- 5 -
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 identifie d material misstatements in the directors' r eport.

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

- 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 directors' r esponsibilities s tatement, 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 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

APPRISS RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APPRISS RETAIL LIMITED
- 6 -

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;

- 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 company 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.

Michael Wesley FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
28 October 2025
Chartered Accountants
Statutory Auditor
Third Floor, Gateway House
Tollgate
Chandlers Ford
Hampshire
United Kingdom
SO53 3TG
APPRISS RETAIL LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Revenue
4
6,047,145
6,545,965
Gross profit
6,047,145
6,545,965
Administrative expenses
(4,939,832)
(5,746,944)
Operating profit
5
1,107,313
799,021
Investment revenues
7
1,008
1,540
Profit before taxation
1,108,321
800,561
Income tax expense
9
(10,934)
(2,997)
Profit and total comprehensive income for the year
1,097,387
797,564

The income statement has been prepared on the basis that all operations are continuing operations.

APPRISS RETAIL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
ASSETS
Non-current assets
Property, plant and equipment
10
37,873
42,584
Investments
11
122,786
122,786
160,659
165,370
Current assets
Trade and other receivables
13
1,416,740
1,580,320
Cash and cash equivalents
5,128,845
3,228,494
6,545,585
4,808,814
Total assets
6,706,244
4,974,184
EQUITY
Called up share capital
23
83
83
Share premium account
22
202,226
202,226
Other reserves
24
161,365
161,365
Retained earnings
2,631,913
1,534,526
Total equity
2,995,587
1,898,200
LIABILITIES
Current liabilities
Trade and other payables
15
2,083,686
1,555,799
Borrowings
16
171,827
171,827
Deferred revenue
17
1,455,144
1,348,358
3,710,657
3,075,984
Total liabilities
3,710,657
3,075,984
Total equity and liabilities
6,706,244
4,974,184
The financial statements were approved by the board of directors and authorised for issue on 22 October 2025 and are signed on its behalf by:
M Osborne
Director
Company registration number 04384024
APPRISS RETAIL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share capital
Share premium account
Other reserves
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
83
202,226
161,365
5,403,100
5,766,774
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
797,564
797,564
Dividends
8
-
-
-
(4,666,138)
(4,666,138)
Balance at 31 December 2023
83
202,226
161,365
1,534,526
1,898,200
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
1,097,387
1,097,387
Balance at 31 December 2024
83
202,226
161,365
2,631,913
2,995,587
APPRISS RETAIL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,934,536
2,878,538
Income taxes paid
(10,934)
(2,997)
Net cash inflow from operating activities
1,923,602
2,875,541
Investing activities
Purchase of property, plant and equipment
(24,259)
(17,133)
Interest received
1,008
1,540
Net cash used in investing activities
(23,251)
(15,593)
Financing activities
Dividends paid
-
0
(4,666,138)
Net cash used in financing activities
-
(4,666,138)
Net increase/(decrease) in cash and cash equivalents
1,900,351
(1,806,190)
Cash and cash equivalents at beginning of year
3,228,494
5,034,684
Cash and cash equivalents at end of year
5,128,845
3,228,494
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

Appriss Retail Limited is a private company limited by shares incorporated in England and Wales. The registered office is 8 Devonshire Square, London, United Kingdom, EC2M 4PL. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international accounting standards, except as otherwise stated.

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 prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Appriss Retail Limited is a wholly owned subsidiary of Appriss Retail (UK) Holdings, Ltd. and the results of Appriss Retail Limited are included in the consolidated financial statements of Appriss Retail (UK) Holdings, Ltd. which are available from Companies House.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered the likely future cash flows of the business and have considered the balance sheet and the facilities available at this point in time.

1.3
Revenue

The principles in UK adopted international accounting standards are applied to revenue recognition criteria using the following 5 step model:

1. Identify the contracts with the customer

2. Identify the performance obligations in the contract

3. Determine the transaction price

4. Allocate the transaction price to the performance obligations in the contract

5. Recognise revenue when or as the entity satisfies its performance obligations

Revenue comprises the fair value of the consideration received or receivable for the provision of software licences and support services. Revenue is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue for the provision of licences in full at the point of sale. Revenue for the provision of support services is recognised on a straight line basis over the term of the contract.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.4
Property, plant and equipment

Property, plant and equipment 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:

Plant and equipment
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.5
Non-current investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.6
Impairment of property, plant and equipment

At each reporting end date, the company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents 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.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.8
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.9
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

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

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2
Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:

IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures
The amendments require entities to include specific disclosures in relation to supplier finance arrangements. The company does not any relevant supplier finance arrangements.
IFRS 16 Leases
The amendments relates to Lease Liability in a Sale and Leaseback, and introduces a requirement for lease payments to be determined by the seller-lessee in such a way that the seller-lessee would not recognise any gain or loss in relation to a right-of-use asset retained by the seller-lessee. The company does not have any sale and leaseback transactions.
IAS 1 Presentation of Financial Statements
Amendments relating to the classification of liabilities as current or non-current require that any liabilities classified as non-current (where the entity has a right to defer settlement for at lease twelve months after the report period) must have substance, and must exist at the reporting date. Amendments relating to liabilities with covenants specify that where a covenant or specific condition is in place relating to a liability, such conditions only affect the right to defer liabilties where the conditions existed on or before the end of the reporting period. The company has disclosed all liabilities as current and has no non-current liabilities. The company has no liabilities with covenants.
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:

IAS 21
Lack of Exchangeability
IFRS 7 and IFRS 9
Amendments to the Classification and Measurement of Financial Instruments; Contracts Referencing Nature-Dependent Electricity
IFRS 18
Presentation and Disclosures in Financial Statements
IFRS 19
Subsidiaries without Public Accountability: Disclosures
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
3
Critical accounting estimates and judgements

In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Depreciation of property, plant and equipment

Items of property, plant and equipment are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

4
Revenue
2024
2023
£
£
Revenue analysed by class of business
Rendering of services
6,047,145
6,545,965
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
4,260,622
4,633,620
E.U.
1,032,868
1,075,528
Rest of the world
753,655
836,817
6,047,145
6,545,965
5
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
25,679
78,174
Fees payable to the company's auditor for the audit of the company's financial statements
12,600
12,000
Depreciation of property, plant and equipment
28,970
23,961
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
6
Employees

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

2024
2023
Number
Number
Administration and support
3
4
Research and development
16
18
Sales, marketing and distribution
-
2
Other departments
16
16
Total
35
40

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
3,141,037
3,541,677
Social security costs
359,869
314,991
Pension costs
121,070
113,956
3,621,976
3,970,624
7
Investment income
2024
2023
£
£
Interest income
Bank deposits
1,008
1,540
8
Dividends

During the year dividends of £nil (2023: £4,666,168) were paid to the parent company.

9
Income tax expense
2024
2023
£
£
Current tax
Foreign taxes and reliefs
10,934
2,997
10,934
2,997
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Income tax expense
(Continued)
- 18 -

The charge for the year can be reconciled to the profit per the income statement as follows:

2024
2023
£
£
Profit before taxation
1,108,321
800,561
Expected tax charge based on a corporation tax rate of 25.00% (2023: 23.52%)
277,080
188,292
Effect of expenses not deductible in determining taxable profit
546
765
Change in unrecognised deferred tax assets
1,848
2,730
Group relief
(279,474)
(191,625)
Foreign withholding tax
10,934
2,997
Remeasurement of deferred tax for changes in tax rates
-
0
(162)
Taxation charge for the year
10,934
2,997
10
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Plant and equipment
Total
£
£
£
£
Cost
At 1 January 2023
243,797
82,288
267,727
593,812
Additions
-
0
-
0
17,133
17,133
Disposals
(243,797)
(82,288)
-
0
(326,085)
At 31 December 2023
-
0
-
0
284,860
284,860
Additions
-
0
-
0
24,259
24,259
At 31 December 2024
-
0
-
0
309,119
309,119
Accumulated depreciation and impairment
At 1 January 2023
242,566
73,608
228,226
544,400
Charge for the year
1,231
8,680
14,050
23,961
Eliminated on disposal
(243,797)
(82,288)
-
0
(326,085)
At 31 December 2023
-
0
-
0
242,276
242,276
Charge for the year
-
0
-
0
28,970
28,970
At 31 December 2024
-
0
-
0
271,246
271,246
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Plant and equipment
Total
£
£
£
£
(Continued)
- 19 -
Carrying amount
At 31 December 2024
-
-
37,873
37,873
At 31 December 2023
-
-
42,584
42,584
11
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
0
-
0
122,786
122,786

On 1 March 2024 a resolution to commence the liquidation of the subsidiary Appriss Sp Zoo was adopted. As at the balance sheet date the liquidation process is still ongoing. The investment in Appriss Sp Zoo is considered not impaired as it is expected that the investment value will be recovered.

12
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
% Held
Direct
Voting
Sysrepublic Inc
United States of America
Provision of software licences and support
100.00
100.00
Appriss sp z.o.o
Poland
Provision of services to other group companies
100.00
100.00
13
Trade and other receivables
2024
2023
£
£
Trade receivables
1,046,520
1,276,311
Amounts owed by fellow group undertakings
202,234
202,234
Other receivables
24,225
24,225
Prepayments and accrued income
143,761
77,550
1,416,740
1,580,320

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
14
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. Before any significant work is undertaken for new customers, credit checks will be considered and a credit limit set. One person has responsibility for the collection of debts and the directors are kept up to date with any issues.

The company has assets subject to a credit risk of £1,388,754 (2023 - £1,535,396) of which £202,234 (2023 - £202,234) is owed by related parties. Against this there is deferred income of £1,455,144 (2023 - £1,348,358).

No significant receivable balances are impaired at the reporting end date.

15
Trade and other payables
2024
2023
£
£
Trade payables
49,123
23,957
Amounts owed to related parties
1,391,162
621,457
Accruals
448,369
532,259
Social security and other taxation
194,922
371,915
Other payables
110
6,211
2,083,686
1,555,799
16
Borrowings
2024
2023
£
£
Borrowings held at amortised cost:
Loans from related parties
171,827
171,827

17
Deferred revenue
2024
2023
£
£
Arising from the company's principal activity
1,455,144
1,348,358
All deferred revenues are expected to be settled within 12 months from the reporting date.
18
Fair value of financial liabilities

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
19
Market risk
Market risk management

The company manages it market risk by building strong relationships with key customers and employees and monitoring the activities of its competitors. By keeping up to speed with the changes in customer requirements, the company is able to adapt its approach and achieve good customer retention.

Foreign exchange risk

The company's accounts include transactions and balances in Sterling, US Dollars and Polish Zloty. The company is predominantly exposed to fluctuations in the US Dollar/Sterling exchange rate.

There is an element of matching between income and expenses, primarily in terms of loans made from the parent company to the US subsidiary (in US Dollars). Where a funding requirement is identified, the directors may enter in a forward contract to protect against adverse exchange rate fluctuations.

Sensitivity analysis

At 31 December 2024, the US Dollar/Sterling exchange rate was $1.252 per £1.

The balances denominated in US Dollars can be summarised as follows:

US Dollar bank account balances: $989,872

Amounts payable to related parties: $1,957,064

In carrying out the sensitivity analysis we have considered only year end exchange rates and applied these to the balances denominated in the relevant currency.

A 5% depreciation of Sterling against the US Dollar at 31 December 2024 would have resulted in a decrease in profit before tax and net assets of £40,655. A 5% appreciation of Sterling against the US Dollar at 31 December 2024 would have resulted in an increase in profit before tax and net assets of £36,783.

Interest rate risk

The company does not rely upon external finance, nor does it receive any interest income. Until such time as the company either borrows funds or invests surplus cash, its exposure to interest rate risk is not significant.

Sensitivity analysis

There would be no significant difference to the reported profit or equity figures in the event of a 5% increase or decrease in interest rates.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
20
Liquidity risk

The directors manage the liquidity risk faced by the company by ensuring prompt invoicing and collections of amounts owed to the company, and by monitoring cash flow to ensure that funds will be available to settle the company's liabilities as they fall due.

Deferred income represents 39.2% (2023 - 43.8%) of the company's current liabilities. This is income that has been invoiced but not yet earned. At 31 December 2024, the company would need to collect 48.9% (2023 - 59.1%) of its trade and other receivables in order to settle the other current liabilities.

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Less than 1 month
£
At 31 December 2023
Trade and other payables
1,727,626
At 31 December 2024
Trade and other payables
2,255,513
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
121,070
113,956

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

22
Share premium account
2024
2023
£
£
At the beginning and end of the year
202,226
202,226

Share premium represents the premium between the nominal value of the shares issues and the price paid for the shares on acquisition.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
83,735
83,735
8
8
Ordinary 'A' shares of 0.01p each
102,739
102,739
10
10
Ordinary 'B' shares of 0.01p each
154,110
154,110
15
15
Ordinary 'C' shares of 0.01p each
195,205
195,205
20
20
Ordinary 'D' shares of 0.01p each
297,945
297,945
30
30
833,734
833,734
83
83

Rights, preferences and restrictions

Ordinary, Ordinary A and Ordinary B shares have the following rights, preferences and restrictions:

All rights attached. Each share is entitled to one vote in any circumstances and is entitled to dividend payments or any other distribution.

Ordinary C and Ordinary D shares have the following rights, preferences and restrictions:

Shares do not convey any voting rights but each are entitled to dividend payment or any other distribution.

24
Other reserves
2024
2023
£
£
At the beginning and end of the year
161,365
161,365

Other reserves represent the value of share options issues under the Enterprise Management Incentive share option plans.

25
Other leasing information
2024
2023
£
£
Within one year
89,478
176,460
Between two and five years
-
73,525
89,478
249,985
26
Capital risk management

The company is not subject to any externally imposed capital requirements.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2024
2023
£
£
Short-term employee benefits
-
0
100,241
Post-employment benefits
-
0
3,133
-
0
103,374

Summary of transactions with parent entities

Included within trade and other receivables is a balance of £202,234 (2023 - £202,234) owed by the immediate parent company. This interest-free loan is denominated in Sterling and is repayable on demand.

Included within trade and other payables is a balance of £1,391,162 (2023 - £621,457) owed to a higher level parent company. This interest-free loan is denominated in US Dollars and is repayable on demand.

Summary of transactions with subsidiaries

Included within trade and other payables is a balance of £171,827 (2023 - £171,827) owed to a subsidiary company. This interest-free loan is repayable on demand.

28
Controlling party

Parent and ultimate parent undertaking

The company's immediate parent is Appriss Retail (UK) Holdings, Ltd., a company incorporated in England and Wales. The results of the company are included in the Appriss Retail (UK) Holdings, Ltd consolidated financial statements, this is the smallest group preparing consolidated financial statements.

The ultimate parent is G-3 Apollo Aggregator, LLC.

The parent of the largest group for which consolidated financial statements are prepared is G-3 Apollo Intermediate Corp. incorporated in the United States of America.

The address from which the consolidated financial statements can be obtained is:

C/O Corporation Service Company, 251 Little Falls Drive, Wilmington, 19808, United States of America.

G-3 Apollo Intermediate Corp.'s financial statements are prepared to 31 December.

APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
29
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
1,097,387
797,564
Adjustments for:
Taxation charged
10,934
2,997
Investment income
(1,008)
(1,540)
Depreciation and impairment of property, plant and equipment
28,970
23,961
Movements in working capital:
Decrease in trade and other receivables
163,580
1,316,097
Increase in trade and other payables
527,887
724,385
Increase in deferred revenue outstanding
106,786
15,074
Cash generated from operations
1,934,536
2,878,538
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