The directors present the strategic report and financial statements for the year ended 31 March 2025.

This statement by the Board of Directors describes how they have approached the responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial year ending 31 March 2025.

The directors set strategic objectives covering the current and following four financial years and maintain a financial plan that reflects how the company intends to achieve these objectives. This plan is kept under continuous review, with multi-year financial projections updated at least annually. All key business decisions are taken with reference to this strategic and financial plan.

S172 covers how a director of a company must act in the way most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to other stakeholders, society, the environment and good governance. Informally we refer to this as our 5P approach – Partner, Publisher, People, Planet and Prosperity which is used when making business decisions.

To support this, we continue to consider the needs of all our stakeholders and how the company will address these, relevant to the good running of the company with the intended outcome that the company will thrive in a responsible way and not at the expense of any one of our stakeholders, society or the environment. Beyond being a responsible company, we believe that this will make our company more resilient, protect our social licence to operate, and proactively help us to manage any emerging risks to the company.

The company has minimal physical infrastructure. Our key asset is our human capital. Accordingly, we seek to promote the best interests of our employees through:

1. Offering an industry leading Employee Value Proposition driven by the desires and needs of our valued employees;

2. Maintaining and applying detailed staff policies and procedures that reflect all relevant legal requirements and best practice appropriate to a company of our size and structure;

3. Communicating with staff in a structured way about performance, suggestions and welfare issues;

4. Operating an equal opportunities employment and career advancement policy;

5. Promoting opportunities for professional development and career progression opportunities; and

6. Close monitoring by the senior leadership team on the following matters:

• Diversity, equality and inclusion throughout our business including in relation to representation in senior management and pay comparability;

• Health and safety issues;

• Welfare issues;

• Staff grievances and complaints; and

• Staff turnover and feedback from exit interviews.

This approach has been validated externally through the group headed by the company’s parent QBS Technology Group Limited being recognised as a high scoring B Corporation and an Investors in People ("IIP") Gold company.

The company’s principal suppliers are enterprise software publishers. Our relationships with key publishers are structured formally and are typically documented in detailed contracts. Specific personnel are allocated to the maintenance and development of these publisher relationships and the company has a detailed, formal policy on the content of publisher contracts and for the commercial terms of trading with publishers that is intended to ensure the trading terms are balanced and fair to both parties.

The company’s trading with customers is also managed on the basis that specific personnel are allocated to the maintenance and development of key relationships. Most customer trading is undertaken on our standard terms and conditions with some exceptions for bespoke contracts and customer’s standard terms and conditions. In all cases we again operate a formal policy with regard to acceptable and fair commercial and legal terms of trading.

In all business relationships – publishers, partners, customers and others – we deal with parties who operate to our minimum standards of fairness, transparency and financial probity. We ensure risk is monitored and managed appropriately and have detailed policies precisely articulating how these risks are managed. This includes market, legal, reputational, data management, IT security and credit risk. We have in-house professional resource who are legally and professionally qualified and highly experienced in all of these areas. Where necessary, we supplement this with the highest quality of external professional advice. We have detailed, formal policies covering, amongst other things, data protection, IT security, anticorruption, ESG credibility, sanctions compliance, equal opportunities, modern slavery, anti-money laundering, publisher and customer take-on and approval of contracts.

The company trades almost exclusively by means of electronic software delivery and is exclusively a business-to business supplier. We do not consume significant amounts of energy or generate significant amounts of waste. Accordingly, we have little visible presence or impact in the community where we are based, and our business is not one that has major environmental impacts. The board is committed to ESG being an integral part of the company’s business model and it being intertwined with the company’s strategy. The company has continued a hybrid working model for staff and we do not offer company cars to any of our directors or personnel. We strongly encourage the use of mass public transport for business travel rather than private car or taxi.

The company’s key publishers and customers are typically listed companies or institutionally owned private companies. Accordingly, they operate to very high corporate governance and transparency standards and require that their key trading partners do so too. Our policies and procedures are maintained and developed to meet and exceed these requirements. We continue to invest in our senior leadership team’s knowledge of corporate governance issues and best practice.

The company has a single shareholder and therefore the requirement in s172(f) of the Companies Act 2006 currently has no application to us.

Fair review of the business

QBS Software Limited (“the company”) operates a UK-based software delivery platform trading globally. The company is part of the QBS Technology Group, the leading delivery and procurement partner in EMEA for emerging enterprise software publishers. Our strategic focus continues to be built around the premise of making it easy for our resellers to deliver the widest range of emerging software through a single platform, in a unified manner to large enterprise customers. Core to this is our focus on investing in our people, ongoing process definition & automation, plus continued development in our user-friendly integrated technology platform.

Key performance indicators ("KPI") for the year are as follows:

*Gross Invoiced Income is a non-IFRS financial measure that reflects gross income billed to customers net of VAT and other sales related taxes, trade discounts, settlement discounts and volume rebates.

Gross Invoiced Income increased by £25.8m (20%) which was up on the 15% reported growth in the previous year. The growth reflects the following:

1. Strong demand for enterprise software from the public sector, large corporates and institutions where we partnered with our very high growth enterprise reseller partners, such as Computacenter, Softcat, Insight, SCC, CDW, Bytes and many others; and

2. Significant growth in demand for high profile new-generation and emerging vendors such as TeamViewer, JetBrains, Sharegate, Nitro, Smartsheet, JFrog, Bluebeam, Miro, Delinea, SonarSource, Alteryx and many others.

This growth flowed through to an improved gross profit with the gross profit percentage improvement driven from a reduction in cost of sales from direct employment costs. This also resulted in a 16% increase in EBITDA.

As at 31 March 2025, stock again continued to be closely managed with stock marginally down on the prior year. The company continues to focus on electronic software sales with the majority of orders processed on a back-to-back basis with no stock holding required.

Following a re-finance completed with HSBC and external investment into Stevinson Ltd (the company’s ultimate parent company) in May 2024, the company’s IDF facility was almost fully paid down at year-end with an outstanding balance of £91k (2024: £8,570k). This resulted in the interest expense on the IDF reducing to £36k (2024: £520k).

The main trading currency exposure remains against the USD with the main currency pairs being GBP:USD, EUR:USD, and GBP:EUR. FX movements from trading currency exposures (including realised and un-realised) resulted in a loss of £106k (2024: loss of £126k). The company continues to monitor FX markets and will consider in future whether any hedging strategy is required.

Environmental and social issues

Climate risk is more than a regulatory issue at QBS – it is recognised at board level as a key strategic issue, and sustainability is hardwired into our business model and thus the strategy of the entire organisation. We undertake clear and concise actions demonstrating environmental integrity with clear documentation and commitments.

Our motto is “QBS – Where great people work together” and we are supporting our global workforce to reduce their own carbon and environmental impacts, and we are rewarding them by helping them to achieve net carbon neutral personal impacts through our investments in programmes which not only reduce or draw down carbon but have positive social impacts.

Most importantly we are trying to bring the entire industry with us on this journey. We have invested in dedicated staff, specific budgets and carbon literacy training for our employees, customers and publishers. We also believe that this decision actually demonstrates significant benefits to our business: cost and efficiency savings through reduced energy usage, compliance with anticipated future legislation, improved stakeholder management, and compliance with the most rigorous tender and pre-tender qualification questions. Above all this it increases transparency for our stakeholders and demonstrates our core values of responsibility, good governance and provides a workspace where staff are not only proud to work, but we attract and retain talented people.

Our narrative supports people, planet and prosperity through software delivery because our stated purpose is “to create sustainable long term stakeholder value”. These seven words clearly articulate that sustainability is key to our current and future existence. Sustainability focuses on meeting the needs of the present without compromising the ability of future generations to meet their needs. The concept of sustainability is composed of three pillars: economic, environmental, and social—also known informally as prosperity, planet, and people.

The company has been BS EN ISO14001:2004 certified since May 2019. Our complete carbon footprint (prepared by Empathy Sustainability Ltd and measured following the GHG Protocol guidelines and specifically following the methodology of Climate Impact Partners’ Carbon Neutral Protocol), which is disclosed in the director’s report of QBS Technology Group Limited, reflects our ongoing progress on our energy use and carbon emissions reduction in compliance with SECR (Streamlined Energy and Carbon Reporting).

We are and will continue to constantly seek initiatives to decarbonise our supply chain. We use only Gold Standard VER (Verified Emission Reduction) offsets from reputable projects that have a genuine impact on humanity. We have offset 110% of Scopes 1 & 2 total carbon emissions.

Principal risks and uncertainties

Overall responsibility for risk within the company is managed by the Board. A risk register is maintained which identifies the key risks across the company, the likelihood and impact of the risk and the mitigating factors which are being applied to minimise this.

A quarterly risk meeting is held involving all risk owners to ensure that continuous progress is made throughout the year with key findings communicated to the Board.

We have identified the following categories of principal risk in the group as being:

1. Financial;

2. Technological;

3. Operational;

4. Legal; and

5. People.

Each category of risk has an assigned risk owner who works with the Board to look at the current impact of the risk, the severity of it and the progress being made to mitigate it. The key risks are set out in more detail below.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company is the provision and operation of a platform for the procurement management and delivery of business software.

The results for the year are set out on page 14.

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

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

The audit business of UHY Hacker Young Manchester LLP was acquired by Cooper Parry Group Limited on 30 September 2024. UHY Hacker Young Manchester LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The company has not included the energy and carbon information in these financial statements as the information is included in the group report contained in the accounts of the parent company, QBS Technology Group Limited.

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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 IFRSs 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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments.

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

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and

• the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's 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.

We have audited the financial statements of QBS Software Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, 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 March 2025 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 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 the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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.

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 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.

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.

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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

1. the nature of the industry and sector, control environment and business performance;

2. any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:

a. identifying, evaluating and complying with laws and regulations and whether they were aware of any

instances of non-compliance;

b. detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or

alleged fraud;

3. the internal controls established to mitigate risks of fraud on non-compliance with laws and regulations; and

4. the matters discussed among the audit engagement team and involving relevant internal specialists, including tax, and industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified within the financial statements as key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, including review of correspondence with legal advisors and enquiries of management in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the Director that represented a risk of material misstatement due to fraud.

There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.

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.

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.

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

The company has no recognised gains or losses for the year other than the results above.

QBS Software Limited is a private company limited by shares incorporated in England and Wales. The registered office is Queen's Court, Wilmslow Road, Alderley Edge, SK9 7RR. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, 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 £'000.

The financial statements have been prepared under the historical cost convention, except that as disclosed in the accounting policies certain items are shown at fair value. The principal accounting policies adopted are set out below.

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.

Revenue 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. Consideration is determined by the price specified in the customer's order.

The following criteria must also be met before revenue is recognised:

Principal versus agent

The company considers the following primary indicators when determining whether it is acting as a principal or agent in the transaction and recording revenue on a gross, or net, basis:

(i) whether the company is primarily responsible for fulfilling the promise to provide the goods or services;

(ii) whether the company has inventory risk before the goods or services have been transferred to a

customer; and

(iii) whether the company has discretion in establishing the price for the specified goods or services.

Services revenue

Revenue from services is recognised on a net basis as the company is acting as an agent in these transactions at the point the services are delivered to the customer. The company is not subject to inventory risk as in most cases the services in the form of electronic software licenses are sent directly from the publisher to the customer and orders are done back to back so are customer specific. While the company does have the ability to set pricing in some cases, this is not the case in all transactions depending on publisher contracts and pricing negotiated within the channel.

Goods revenue

Revenue from goods is recognised on a gross basis as the company is acting as a principal. In many cases the company is responsible for fulfilling the promise to provide the goods and they are dispatched directly by the company. If the goods are not accepted by the customer, they would be returned back to the company who would have to return the goods to the supplier under a separate contract. The company in most instances has discretion in setting the price charged to the customer.

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 impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

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. An impairment loss recognised for goodwill is not subsequently reversed.

Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

Intangible assets acquired separately from a business combination are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Internally developed software

Costs that are directly attributable to a project’s development phase are recognised as intangible assets, provided they meet all of the following recognition requirements:

i) the development costs can be measured reliably;

ii) the project is technically and commercially feasible;

iii) the company intends to and has sufficient resources to complete the project;

iv) the company has the ability to use or sell the software; and

v) the software will generate probable future economic benefits.

Development costs not meeting these criteria for capitalisation are expensed as incurred.

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:

• Software - straight line over 3 years

• Patents & licences - straight line over 3 years

• Other - straight line over 3 years

Property, plant and equipment are measured at cost net of depreciation and any impairment losses.

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

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 statement of comprehensive income.

At each reporting end date, the company 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.

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.

Inventories are stated at the lower of cost and net realisable value, being estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of comprehensive income.

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.

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 the statement of comprehensive income. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

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.

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

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.

The company recognises financial liabilities when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade 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.

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

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.

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 statement of comprehensive income 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 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 statement of comprehensive income, 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in the statement of comprehensive income in the period in which it arises.

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

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

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

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

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in the statement of comprehensive income on a straight-line basis over the lease term.

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 the statement of comprehensive income.

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:

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 (and in some cases had not yet been adopted by the EU):

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.

There were no critical judgements or key sources of estimation uncertainty for the company in the current or prior year other than determining the basis of revenue recognition as a principal or agent which is outlined in the accounting policies.

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

Their aggregate remuneration comprised:

Remuneration costs for employees classified as direct are included in cost of sales which comprises wages and salaries of £2,669k (2024: £2,892k), social security costs of £341k (2024: £356k) and pension costs of £41k (2024: £41k).

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 1).

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

Goodwill and indefinite life intangible assets considered significant in comparison to the company’s total carrying amount of such assets have been allocated to cash generating units or groups of cash generating units. For the purpose of impairment testing of goodwill and other indefinite life assets, the directors recognise the company’s cash generating units (“CGU”) to be connected groupings of business units. The identified CGUs, grouped for allocation of goodwill are as follows:

The recoverable amount of the cash generating units has been calculated with reference to their value in use. These calculations use projections based on financial budgets approved by the board of directors which are extrapolated using an estimated growth rate. The budgets were prepared to 31 March 2026 and then projected for a further 4 years. The underlying expected performance of the CGU gives sufficient headroom using conservative assumptions, a growth rate of 5% (2024: 5%) was applied, and a terminal value was included with a 0% (2024: 0%) growth rate in perpetuity. The discount rate used is 13% (2024: 12%).

The directors have determined that the value in use of the CGU's is in excess of the recoverable amounts and as such do not consider that any reasonably possible change in a key assumption would cause the CGU's carrying amount to exceed its recoverable amount.

Property, plant and equipment includes right-of-use assets, as follows:

Cash deposits and financial transactions give rise to credit risk in the event that counter parties fail to perform under the contract. The company has credit insurance in place which covers the majority of the outstanding debtors balance with customers at any point in time. Any balances not covered by credit insurance are subject to sign-off in-line with the company’s policies which includes board approval for material balances. As a consequence of these controls, the probability of material loss is considered to be an acceptable level.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the company's maximum exposure to credit risk.

The company does not hold any collateral or other credit enhancements to cover this credit risk.

At the reporting date £36,195k (2024: £26,513k) of trade receivables are utilised as security against invoicing

discounting facilities.

Included within amounts owed by fellow group undertakings is a loan of £12,809k (2024: £nil) which is repayable on demand. Interest is charged on the loan at the basic interest rate according to the German Civil Code plus 4.75% per annum.

Other amounts owed by fellow group undertakings are repayable on demand and are interest free.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

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

Amounts payable under invoice discounting arrangements are secured by way of fixed and floating charges covering all property and undertakings of the company.

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

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.

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company's funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities wherever possible.

The company is exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There has been no change to the company's exposure to market risks of the manner in which these risks are managed and measured.

The carrying amounts of the company's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

Foreign exchange risk sensitivity analysis

Whilst the company takes steps to minimise its exposure to foreign exchange risk, changes in foreign exchange rates will have an impact on profit.

The company's foreign exchange risk is primarily dependent on the movement in the US dollar to sterling and the euro to sterling exchange rates.

The effect of a 5% strengthening in the dollar against sterling at the reporting date on the dollar denominated monetary items at that date would, all other variables being held constant, have resulted in a increase in the post-tax profit for the year of £150k (2024: decrease £257k).

A 5% weakening in the exchange rate would, on the same basis, would have decreased post-tax profit by £143k (2024: increase £244k).

The effect of a 5% strengthening in the euro against sterling at the reporting date on the euro denominated monetary items at that date would, all other variables being held constant, have resulted in a increase in the post-tax profit for the year of £34k (2024: increase £36k).

A 5% weakening in the exchange rate would, on the same basis, would have decreased post-tax profit by £32k (2024: decrease £34k).

The carrying amounts of financial liabilities which expose the company to cash flow interest rate risk are as follows:

Interest rate risk sensitivity analysis

Whilst the company takes steps to minimise its exposure to cash flow interest rate risk, changes in interest rates will have an impact on profit given the variable interest rates on the company's borrowings.

The effect of an 0.5% increase in the interest rate at the reporting date on the variable rate debt carried at that date would, all other variables being held constant, have resulted in a decrease of the company's post-tax profit for the year of £nil (2024: £43k).

An 0.5% decrease in the interest rate would, on the same basis, have increased post-tax profit by the same amount.

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

The following are the major deferred tax liabilities recognised by the company and movements thereon during the current and prior reporting period.

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. There were outstanding contributions of £27k at the reporting date (2024: £13k).

The capital redemption reserve of £100 (2024: £100) represents the cumulative nominal value of shares repurchased by the company since incorporation.

Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:

The company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the company consists of debt, cash and cash equivalents and equity comprising share capital, reserves and retained earnings. The company reviews the capital structure annually and as part of this review considers the cost of capital and the risks associated with each class of capital.

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

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.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The company is party to a cross-guarantee agreement, along with its parent company QBS Technology Group Limited in respect of the company’s invoice discounting facility.

The company has entered into an accession deed to provide a fixed and floating charge covering all property and undertakings as security for SC16 Limited’s bank loans with HSBC. SC16 is a subsidiary company of Stevinson Limited which is the parent company of QBS Technology Group Limited, the company’s parent company.

The ultimate controlling party is G D Stevinson.

QBS Technology Group Limited is the immediate parent company. The parent of the largest group in which these financial statements are consolidated is Stevinson Limited, incorporated in England.

The address of Stevinson Limited is:

Queen's Court, Wilmslow Road, Alderley Edge, SK9 7RR.

These financial statements for the year ended 31 March 2025 are the first financial statements of QBS Software Limited prepared in accordance with IFRS, International Financial Reporting Standards as adopted for use in the United Kingdom. The date of transition to IFRS was 1 April 2023. An explanation of how transition to IFRS has affected the reported financial position and financial performance is given below.

The transition to IFRS has resulted in the following changes:

• Treating income as earned as an agent which was previously treated as income earned as a principal - revenue and cost of sales decreased by £115,534k;

• Reclassifying income as other operating income - revenue decreased by £658k and other operating income increased by £658k; and

• Reclassification of costs - cost of sales increased by £3,308k and administrative expenses decreased by £3,308k.