The directors present the strategic report and financial statements of the group 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 group intends to achieve these objectives. This plan is kept under continuous review, with multi-year financial projections updated at least annually and to incorporate the group’s acquisitions when required. 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 group 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 subsidiary QBS Technology Group being recognised as a high scoring B Corporation and an Investors in People ("IIP") Gold company.

The group’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 group 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 group’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. In our international business we are careful in our expansion into frontier markets and ensure that risk is consistently monitored and appropriately managed across the group. We 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 to ensure we have the necessary knowledge in all the countries we operate in. 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 group 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 communities 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 group’s business model and it being intertwined with the group’s strategy. The group has continued a hybrid working model for staff and save in relation to some very limited legacy situations from acquisitions, 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 group’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. The group continues to invest in our senior leadership team’s knowledge of corporate governance issues and best practice.

The board is composed of Executive, Non-Executive and Investment Directors to ensure there is well-balanced oversight, and the needs of all members can be treated fairly.

Stevinson Limited (“the company”) is the holding company for QBS Technology Group Limited and its subsidiaries (“QBS” or “the group”) that operate a software delivery platform trading globally from a number of locations.

The group is a leading delivery and procurement partner in both Europe and META for emerging enterprise business 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.

The group has gone through a transformative year completing 5 acquisitions, obtaining external capital investment and re-financing the group’s debt facilities.

The acquisition programme for the year began in April with the closing of Maxtec in South Africa, expanding the group’s footprint in META and the first presence in Africa. Maxtec is a value-added cybersecurity distributor which operates across the 16 countries comprising the south African Development Community region. In November the presence in South Africa was expanded with the acquisition of Titus, a long-tail enterprise software distributor.

In February the group completed the acquisition of Prianto, a value-added distributor headquartered in Germany with operations across 12 geographies in EMEA, the largest acquisition completed to-date. This allows the group to integrate the complimentary expertise, resources and market reach to enable enhanced value to partners across the EMEA region. Further acquisitions were completed during the year in Hungary and Turkey to consolidate the group’s presence in both the Europe and META regions.

To support this significant expansion in the group’s operations and the next phase of the growth plan the group has made a number of hires during the year and post year-end to strengthen the group’s senior leadership. On the back of the Prianto acquisition Oliver Roth, co-founder of Prianto became the Group Chief Commercial Officer. In October leading industry figures Kevin James (Non-Executive Director) and Alex Tatham (Strategic Board Advisor) joined the group. Post year-end the group appointed Charlie Heald as Chief Financial Officer who joined with considerable industry experience from Softcat.

During the year the Group underwent an independent evaluation as part of Deloitte’s UK Best Managed Companies programme which saw the Group named among the ten UK businesses demonstrating benchmarks incorporating strong leadership and scalable, sustainable business practices. Excellent governance is a core element of the group’s value proposition to its stakeholders.

The group completed the upgrade of its central ERP system Business Central which is used in QBS Software Ltd, QBS Software GmbH and QBS Software SAS. The upgrade moved the group to the latest SaaS environment which provides the framework to transition the various companies across the group onto this platform over the coming years as part of the developed integration programme which will be a core focus heading into FY26. The harmonisation of systems will enable business processes to be unified across the group which will enhance collaboration and the experience of our partners and publishers. The group continues to invest in improved data collection and analysis through our “advanced analytics platform". This platform has been rolled out to the various acquisitions during the year to drive actionable insight in order to govern, accelerate and improve decision making.

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

                                Group

                                £'000

Gross Invoiced Income*                        294,542

Revenue                            41,298

Gross profit                            18,063

Gross profit percentage                        43.7%

Adjusted EBITDA**                        8,348

*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

**Adjusted EBITDA excludes acquisition related costs, deal costs, costs associated with re-financing, bad debts where there is no cash cost to the group as covered by contingent consideration and other one-off costs in nature

Direct KPI comparisons to the previous period at a group level are not possible given the various acquisitions completed during the year. The acquisition programme has resulted in the group's revenue increasing 84% year-on-year. Revenue on a like-for-like basis against prior year was down 5% which was largely driven from a change in sales mix in Turkey where hardware sales declined against the previous year. While hardware sales make up a small proportion of Gross Invoiced Income, a decline has a disproportionate impact on revenue given they are recognised on a gross basis as opposed to software services which are recognised on a net basis.

This group has continued to see strong demand for enterprise software from the public sector, large corporates and institutions where we partnered with our very high growth enterprise partners, such as Computacenter, SoftwareOne, Softcat, Insight, Bechtle, SCC, CDW, CCP Software, Crayon, Bytes, Advania, NTT, Cancom and WWT. This is alongside significant growth in demand for high profile new-generation and emerging vendors such as Quest Software, Fortinet, SUSE, TeamViewer, JetBrains, ShareGate, Docusign, Forcepoint, Nitro, Smartsheet, Tricentis, JFrog, Bluebeam, Checkpoint, Miro, Delinea and JetBrains.

Adjusted EBITDA excludes the substantial costs incurred in relation to the various acquisitions completed during the year, the costs associated with the external capital investment and the group’s banking re-finance. This only includes part year results for the various acquisitions, so the expectation is for this to increase into FY26. EBITDA was negatively impacted by £1.7m of bad debts recognised following the acquisition of Maxtec. Of this £0.2m has been written off as a customer went into a business rescue programme with the remaining balance subject to legal process for collection with the hope that some of these funds will be ultimately collected and reversed from the provision. There is no cash cost to the group for these bad debts given the nature of the contingent consideration deal structure.

The group’s treasury function is now exposed to more currency pairs with the group now trading in additional currencies including but not limited to South African Rand, Hungarian Forint and Polish Zloty. The main trading currency exposure across the group remains against the USD with the main currency pairs being GBP:USD, EUR:USD, ZAR:USD, TRY:USD and GBP:EUR. The group is also now exposed to more currencies on translating results of subsidiary companies into GBP following acquisitions with group subsidiary companies reporting in 8 different presentation currencies. FX movements from trading currency exposures resulted in a loss of £386k (2024: gain of £574k). The group continues to monitor FX markets and will consider in future whether any hedging strategy is required.

The group completed a re-finance of its borrowing facilities with HSBC during the year. The existing IDF facility remained but was reduced to £10m while a combination of term loans and committed acquisition facilities were put in place to finance the group’s acquisition programme. The facilities contain covenants for gross leverage and cashflow cover which have been satisfied at all reporting dates both during the year and post year-end. The IDF utilisation has reduced significantly with the balance almost fully repaid by year-end.

The group continues to maintain as small a balance of stock as possible although the balance has increased from last year as in South Africa there is a hardware component to the business. Whilst the year-end balance of £1,172k was therefore higher than last year the majority relates to stock in transit and for software that was billed post year-end. Stock remains tightly managed, and the majority of orders are done back-to-back with no stock holding required.

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.

QBS Software Limited 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, 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.

Overall responsibility for risk within the Group is managed by the Board. A group risk register is maintained which identifies the key risks across the group, 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;

5. People;

6. Expansion; and

7. Economic Disruption

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.

Stevinson Limited is the holding company of a group providing and operating a platform for the procurement, management and delivery of business software for enterprises.

The results for the year are set out on page 18.

Ordinary dividends were paid amounting to £100,000. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The groups’ policy is to consult and discuss with employees matters that are likely to affect employee’s interests. Information of matters of concern to employees is given locally in subsidiary companies and employees across the group are regularly updated through quarterly updates on the group’s financial performance. Employee surveys are completed and the group undertakes an eNPS score on a quarterly basis.

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.

Under Streamlined Energy and Carbon Reporting (SECR) Stevinson Limited has met the threshold to report its energy consumption and greenhouse gas emissions arising in the UK. The directors have elected to voluntary disclose and report on a broader organisational boundary covering multiple sites across Europe and META including our existing operations in London, Paris, Munich and Istanbul, as well as new sites added during the year from acquisitions in South Africa, Germany, Hungary, Poland, Switzerland, Netherlands, UK, France, Turkey and Austria.

The expanded group has helped to contribute to an increase in revenue of 84% while our total carbon footprint has increased by 55% versus prior year. Of particular significance are the associated appliances (hardware) sales in Africa (Maxtec) as well as inbound and outbound shipping for each appliance. Furthermore, whilst QBS Software Limited, QBS Software SAS and QBS Software GmbH sites now all run on renewable energy, the new markets have not yet made the change, thus Scope 2 impacts have increased by 368%.

We have again included company pension contributions which we see as a responsible agenda, and it still seems that we are one of the few companies reporting on this. Whilst our pension contributions have increased with the group expansion, we have also, for the first time, managed to get actual emissions factor data from our UK pension provider which is much lower than the generic national data we previously used, (although still not specific to our own portfolio investments yet).

Cost of sales, our largest impact at 91.2% is down from 99.8%, partly due to a lower, more up to date emissions factor for software production, although we still do not have actual emissions data from our multiple thousands of suppliers yet.

Our biggest opportunities lie in switching all new markets to renewable energy, engaging our largest software suppliers, and in reducing air freight for hardware purchases and sales, as well as business flights.

Our carbon footprint was independently prepared by Empathy Sustainability using the Carbon Neutral Protocol from Climate Impact Partners, based on the GHG Protocol. Comments, emission factors and assumptions used in the calculations are outlined in our carbon footprint report, which will shortly be available on our website.

Intensity ratio:

• Intensity ratio per employee = Tonnes CO2e per employee = 72 (2024: 69)

• Intensity ratio on turnover = Tonnes CO2e per £1m of turnover = 452 (2024: 536)

We have offset 110% of Scope 1 & 2 emissions using Gold Standard Verified Emission Reductions, which additionally have positive social and health impacts, particularly for women. This year, however, we made the important decision to offset our Scope 3 emissions, (excluding cost of sales, i.e. the software we wholesale), in projects which specifically have a positive social impact in South Africa. We will not claim to be carbon neutral through offsets, working instead to make carbon reductions for our existing operations and those where we take a majority share, and in making a positive impact for the community/society, focusing on South Africa.

We will work first to integrate our acquisitions into our sustainability agenda and reporting, and will endeavour to recertify for B Corp with the expanded group. Emissions are highest in South Africa where there are both a significant number of employees, high use of air conditioning, and a high carbon intensity grid, which was still 74% of electricity generated by coal in January 2025.

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 group and parent company 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, s414C(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 Stevinson Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2025 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company 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 group's and of the parent company's affairs as at 31 March 2025 and of the group's profit for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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 group and parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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

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

Stevinson 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 group consists of Stevinson Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements 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 group. 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.

Business combinations (other than common control business combinations) are accounted in accordance with IFRS 3 – Business Combinations. The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Acquisition costs are expensed as incurred.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably at the acquisition date. Changes in the fair value of contingent consideration after the acquisition date are accounted for in the statement of comprehensive income.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

Common control business combinations are accounted for in accordance with the Predecessor Value Method. The cost of a common control business combination is recorded at the previous carrying value and no fair value adjustment is made. Adjustments are only made to achieve uniform accounting policy.

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

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

Foreign operations

In the group’s financial statements, all assets, liabilities and transactions of group entities with a functional currency other than sterling are translated into sterling upon consolidation. The functional currencies of entities within the group have remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into sterling at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into sterling at the closing rate. Income and expenses have been translated into sterling at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.

The directors have at the time of approving the financial statements, a reasonable expectation that the truegroup 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 group 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 group is primarily responsible for fulfilling the promise to provide the goods or services;

ii. whether the group has inventory risk before the goods or services have been transferred to a

customer; and

iii. whether the group 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 group is acting as an agent in these transactions at the point the services are delivered to the customer. The group 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 group 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.

The only exception to this is revenue from professional services delivered internally which are recognised on a gross basis.

Goods revenue

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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 group intends to and has sufficient resources to complete the project;

iv) the group 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

• Other intangible assets (except goodwill) - straight line over 3 years

Property, plant and equipment are initially measured at cost and subsequently 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.

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 are recognised immediately in profit or loss.

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

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group 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 group's statement of financial position when the group 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 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 group recognises financial liabilities when the group 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'.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

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 group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the parent 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 payable 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax 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 group 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 group has a legal or constructive present obligation as a result of a past event and it is probable that the group 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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 group 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 group 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 group 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 right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group 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 profit or loss 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 profit or loss.

In the current year, the following new and revised standards and interpretations have been adopted by the group 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.

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, other than determining the basis of revenue recognition as a principal or agent which is outlined in the accounting policies.

The group considers whether intangible assets and/or goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

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

Their aggregate remuneration comprised:

Remuneration costs for employees classified as direct are included in Cost of sales which comprise of wages and salaries of £6,677k (2024: £4,651k), social security costs of £890k (2024: £737k) and pension costs of £151k (2024: £66k).

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2024 - 2).

As total directors' remuneration was less than £200,000 in the comparative year, no disclosure is provided for that year.

At year-end the group undertook a fair value assessment of the contingent consideration in relation to the investment in Maxtec. This considered the actual performance of the previous year against what had been expected at the date of acquisition and the expected future performance based on the group's updated forecast model for the remainder of the contingent consideration period. This resulted in a fair value gain being recognised of £8,178k.

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

Goodwill and indefinite life intangible assets considered significant in comparison to the group’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 group’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 assumptions would cause the CGU's carrying amount to exceed its recoverable amount.

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

Details of the company's subsidiaries at 31 March 2025 are as follows:

Registered office addresses:

1 Queen's Court, Wilmslow Road, Alderley Edge, SK9 7RR, United Kingdom

2 51 Rue Hoche, 94200 Ivry-sur-Seine, France

3 Statybininku g. 5-43, LT - 31137, Visaginas, Lithuania

4 74 Fernwood, Glyntown, Glanmire, Cork, Ireland

5 Grünwalder Weg 13A, 82008 Unterhaching, Germany

6 Harbiye Mah, Bostan Sok. No. 15 Iç Kapi No:5, Şişli, Istanbul, Turkiye

7 Gazeteciler Mah, Hikaye Sok. No.7 D.7 Esentepe, Şişli, Istanbul, Turkiye

8 1 Eastgate Lane, Bedfordview, Johannesburg, South Africa

9 Monte Circle Office Park, Montecasino Boulevard, Sandton, Gauteng, 2191, South Africa

10 79 Studio Office Park, 5 Concourse Crescent, Lonehill 2191, South Africa

11 1134 Budapest, Váci út 33, Hungary

12 Kocatepe Mah. Cumhuritey Cad. No:25/6 Beyoglu, Istanbul, Turkiye

13 Barthstraße 18, D-80339 Munich, Germany

(1) Owned directly by SC16 Limited.

(2) Owned directly by QBS Technology Group Limited.

(3) Owned directly by QBS Bilgi Teknolojileri ve Ticaret Limited Sirketi.

(4) Owned directly by QBS Technology Group Africa EXP 2 Pty Ltd.

(5) Owned directly by Infonet Bilgi Teknolojileri Ticaret Anonim Sirketi.

(6) Owned directly by QBS Software GmbH.

(7) Owned directly by QBS Technology Group Africa Pty Ltd.

(8) Owned directly by QBS Technology Group Africa EXP 1 Pty Ltd.

(9) Owned directly by Maxtec Peripherals (Pty) Ltd.

In addition to the above:

Maxtec Convergence (Pty) Ltd holds 100% of the Ordinary shares of Maxtec Cyber Solutions Ltd, Maxtec Peripherals (Pty) Ltd, Solve (Pty) Ltd and Tecwallet (Pty) Ltd. The registered office of these companies is Monte Circle Office Park, Montecasino Boulevard, Sandton, Gauteng, 2191, South Africa. The principal activities of Maxtec Cyber Solutions Ltd and Maxtec Peripherals (Pty) Ltd is Software delivery, procurement and professional services while for Solve (Pty) Ltd and Tecwallet (Pty) Ltd it is Professional services.

Prianto GmbH holds 100% of the Ordinary shares of Prianto GmbH (Switzerland), Prianto BV, Prianto Polska Sp.z.o.o, Prianto Ltd, Prianto France SAS, Prianto South Africa, Prianto Turkey Dagitim A.S., Prianto Services GmbH, Prianto PPM GmbH, Prianto Hungary Kft. and Prianto Austria GmbH. The registered office address of these companies are:

Prianto GmbH (Switzerland) - Fabrikstrasse 5 6330 Cham, Switzerland;

Prianto BV - Vasteland 78, 3011BN Rotterdam, The Netherlands;

Prianto Polska Sp.z.o.o - Trzcinowa, 02-446 Warszawa, Poland;

Prianto Ltd - 2 Old Bath Road, Newbury, Berkshire, England, RG14 1QL;

Prianto France SAS - 37-39 Avenue Ledru Rollin, Cedex 12, 75570 Paris, France;

Prianto South Africa - 26 Ridgecroft Drive, Durban 4068 (Phoenix), South Africa;

Prianto Turkey Dagitim A.S. - Istanbul VM Fatih Sultan Mehmet Balkan Cad, No:62/A 34771 Istanbul, Turkiye;

Prianto Services GmbH - Barthstraße 18, D-80339 Munich, Germany;

Prianto PPM GmbH - Barthstraße 18, D-80339 Munich, Germany;

Prianto Hungary Kft. - 1223 Budapest, Nagytetenyi ut 180-196, Hungary; and

Prianto Austria GmbH - Kranichberggasse 6, 1120 Vienna, Austria.

The principal activity of these companies is Software delivery and procurement with the exception of Prianto Services GmbH which is professional services.

Cash deposits and financial transactions give rise to credit risk in the event that counter parties fail to perform under the contract. The group has credit insurance in place for QBS Software Limited, QBS Software SAS and QBS Software GmbH which covers the majority of the outstanding debtors balance with customers at any point in time within these companies. Any balances not covered by credit insurance in these companies and for companies where credit insurance is not in place are subject to credit review and sign-off in-line with the group's policies which includes board approval for material or high-risk 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 group's maximum exposure to credit risk.

The group 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 invoice discounting facilities.

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

The increased provision for doubtful debts is from Maxtec in South Africa where a provision of £1,485k has been recognised against balances subject to ongoing legal debt collection.

2025

Amounts payable under invoice discounting arrangements are secured by way of fixed and floating charges covering all the property or undertakings of QBS Technology Group Limited and QBS Software Limited.

Amounts payable under the group’s bank loans with HSBC are secured by way of fixed and floating charges covering all property and undertakings of companies who have entered into an accession deed which is between SC16 Limited, QBS Technology Group Limited, QBS Software Limited, QBS Software GmbH, QBS Software SAS, QBS Bilgi Teknolojileri Ve Ticaret Limited Sirketi, Prianto GmbH and Prianto Limited. The Facility B loan for £8,000k bears interest at SONIA + 4.5% with repayment due in full on 2 May 2030. The Facility C loan for €17,804k (£14,943k) bears interest at the euro interbank offered rate + 4.5% with repayment due in full on 2 May 2030.

The group has an un-secured loan note instrument with MML Enterprise I Holdco 2 Ltd for £5,334k with repayment due in full on the earlier of a sale or listing occurring under the Investment Agreement or 1 May 2031. Interest is charged at 10% per annum compounded annually on 31 December in each year.

From the acquisition of Prianto the group has a Covid bounce back loan with Barclays in Prianto Ltd. The loan is un-secured with the balance outstanding at 31 March 2025 of £14k. Interest is charged at 2.5% with monthly repayments of £833.

2024

Amounts payable under invoice discounting arrangements are secured by way of fixed and floating charges covering all the property or undertakings of QBS Technology Group Limited and QBS Software Limited.

The bank loan was held in the subsidiary company InfoNet Bilgi Teknolojileri Ticaret Anonim Sirketi and secured based on a personal guarantee with the InfoNet Managing Director. The loan bore interest at an annual fixed rate of 60% and was a revolving facility with no fixed maturity or repayment profile. The loan was repaid in full in May 2024. At 31 March 2024 the balance outstanding on the loan was £636k (₺26,010k).

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

Refer to note 11 for details on how the fair value of the contingent consideration has been determined.

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group 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 group's funding and liquidity management requirements. The group 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 group is exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

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

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

Foreign exchange risk sensitivity analysis

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

The group'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 £7k (2024: decrease £263k).

A 5% weakening in the exchange rate would, on the same basis, would have decreased post-tax profit by £7k (2024: increase £276k).

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 decrease in the post-tax profit for the year of £206k (2024: increase £455k).

A 5% weakening in the exchange rate would, on the same basis, would have increased post-tax profit by £216k (2024: decrease £477k).

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

Interest rate risk sensitivity analysis

Whilst the group 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 group'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 £115k (2024: £43k).

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

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

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

There were outstanding contributions of £48k at the reporting date (2024 - £13k).

Changes in share capital during the period:

On 1 May 2024

• The 100 £1 Ordinary shares were sub divided into 1,000,000 £0.0001 shares;

• 27,580 Ordinary shares of £0.0001 were allotted;

• The 1,027,580 £0.0001 Ordinary shares were re-designated to 205,968 A Ordinary shares of £0.0001, 794,032 B Ordinary shares of £0.0001 and 27,580 C Ordinary shares of £0.0001; and

• 102,984 A Ordinary shares of £0.0001 were allotted.

On 4 September 2024

• 85,846 £0.0001 shares were allotted comprising D1 Ordinary shares 22,230, D2 Ordinary shares 31,758, D3 Ordinary shares 31,758 and E Ordinary shares 100.

On 30 September 2024

• 3,176 D1 Ordinary shares of £0.0001 were allotted.

On 5 February 2025

• 33,100 C Ordinary shares of £0.0001 were allotted.

On 18 February 2025

• 12,702 D4 Ordinary shares of £0.0001 were allotted.

On 19 February 2025

• 3,176 D4 Ordinary shares of £0.0001 were allotted.

The A, B and C Ordinary shares hold full voting rights and are entitled to dividends and distributions on a pari passu basis.

The D1, D2, D3, D4 and E Ordinary shares have no voting rights and are not entitled to dividends and distributions.

Retained earnings include all realised current period retained profits and losses, less dividends paid.

On 4 April 2024 the group acquired 100% of the issued share capital of Maxtec Convergence (Pty) Ltd which includes its subsidiary companies Maxtec Cyber Solutions Ltd, Maxtec Peripherals (Pty) Ltd, Solve (Pty) Ltd and Tecwallet (Pty) Ltd.

The contingent consideration is payable annually on a calendar year basis until 31 December 2026 and is based on the EBITDA generated against agreed targets.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the group's products in new markets and the future operating synergies from the combination.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the group's products in new markets and the future operating synergies from the combination.

On 27 November 2024 the group acquired 100% of the issued share capital of Titus Corporation (Pty) Ltd.

The deferred consideration is payable on 27 November 2025.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the group's products in new markets and the future operating synergies from the combination.

On 5 February 2025 the group acquired 100% of the issued share capital of Prianto GmbH which includes its subsidiary companies Prianto GmbH (Switzerland), Prianto BV (Nethlerlands), Prianto Polska Sp.z.o.o (Poland), Prianto Ltd (UK), Prianto France SAS, Prianto South Africa, Prianto Turkey Dagitim A.S., Prianto Services GmbH (Germany), Prianto PPM GmbH (Germany), Prianto Hungary Kft., and Prianto Austra GmbH.

The shares were issued by Stevinson Limited, the company's ultimate parent company.

The deferred consideration is payable evenly on the first and second anniversary of the completion date.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the group's products in new markets and the future operating synergies from the combination.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the group's products in new markets and the future operating synergies from the combination.

The group 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 group consists of debt, cash and cash equivalents and equity comprising share capital, reserves and retained earnings. The group 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.

Common control entities

The company is exempt from disclosing related party transactions with other companies that are wholly owned within the group.

Infonet Bilgi Teknolojileri Ticaret Anonim Sirketi ("Infonet")

During the year the group’s holding company in Turkey QBS Bilgi Teknolojileri ve Ticaret Limited Sirketi (“QBS Bilgi”) advanced loans to InfoNet of $3,115k (2024: $1,900k). The loans are repayable on demand with interest charged at 8.63%. At year-end $865k (2024: $1,350k) which translated to £670k (2024: £1,074k) was outstanding. Additionally, InfoNet paid dividends of £676k (2024: £1,387k) during the course of the year to QBS Bilgi.

Controlling party

During the year the company declared dividends of £100k (2024: £2,002k). At the year-end £nil (2024: £321k) was outstanding.

Advances amounting to £353k (2024: £nil) have been granted to directors during the year. At the reporting date £356k (2024: £nil) is due from directors. Interest, charged at 2.25%, amounted to £3k (2024: £nil).

The ultimate controlling party is G D Stevinson.

These financial statements for the year ended 31 March 2025 are the first financial statements of Stevinson 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 £183,433k;

• Reclassification of costs - revenue decreased by £110k, cost of sales increased by £5,522k, distribution costs decreased by £14k and administrative expenses decreased by £5,618k;

• Reversal of goodwill amortisation charged in 2024 - goodwill increased by £858k and administrative expenses decreased by £858k;

• Right of use asset (£69k) and associated lease liability (£69k) recognised - administrative expenses decreased by £2k (£20k rent reversed less £18k depreciation charged) and finance costs increased by £4k;

• Prepaid acquisition costs written off (to administrative expenses) - £146k in 2023 and £105k in

2024; and

• Goodwill on foreign operations revalued (IAS21) downwards £1,717k.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £1,050,186 (2024 - £2,014,714 profit).

Stevinson 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 the requirements 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 company applies accounting policies consistent with those applied by the group.

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

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

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

Details of the company's principal operating subsidiaries are included in 16.

Amounts owed by subsidiary undertakings are repayable on demand and are interest free.

The company has an un-secured loan note instrument with MML Enterprise I Holdco 2 Ltd for £5,334k with repayment due in full on the earlier of a sale or listing occurring under the Investment Agreement or 1 May 2031. Interest is charged at 10% per annum compounded annually on 31 December in each year.

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