Company registration number 03459159 (England and Wales)
KPS DIGITAL LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
KPS DIGITAL LTD.
COMPANY INFORMATION
Directors
Mr T Hillman
Mr B Moffat
Mr L Musso
Company number
03459159
Registered office
1010 Eskdale Road
Winnersh Triangle
Wokingham
Berkshire
United Kingdom
RG41 5TS
Auditor
MHA
Building 4
Foundation Park
Roxborough Way
Maidenhead
SL6 3UD
KPS DIGITAL LTD.
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 25
KPS DIGITAL LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 September 2025.

Review of the business

KPS Digital Ltd is a digital transformation company, based in London UK, specialising in the design, delivery, maintenance and support of digital customer experience platforms for both retailers and businesses that sell to other businesses. While the majority of the solutions that KPS Digital Ltd currently provides are based on the SAP Commerce Cloud platform, the company continues to expand the number of services, solutions and platforms using other software solutions within the SAP CX landscape as well as those provided by other vendors such as Shopify, Mirakl and Salesforce. The company also provides digital transformation consultancy services.

The strategy of the business is as follows:

- To enable retailers (B2C) and businesses that sell to other businesses (B2B) to effectively transact digitally and to provide their customers with exceptional digital experiences through KPS’s quality consulting, implementation, continuous improvement services and support

- To maintain the company’s market share of SAP CX delivery, maintenance and support services within the UK

- To grow the company’s market share of Salesforce Commerce Cloud delivery, maintenance and support services within the UK

- To grow the company’s market share of Mirakl delivery, maintenance and support services within the UK

- To build and grow a Shopify+ enterprise delivery and support practice providing services to companies in the UK

- To grow the delivery of digital transformation consulting services to customers throughout the UK

- To build native mobile apps for existing and new customers

- To continue to diversify the company’s product & service offerings in other, complementary, areas and solutions

- To support the KPS group in delivering services in Northern Europe

Business Review

Due to a continued challenging trading environment, particularly in the retail industry, this year saw a reduction in revenue and profit when compared to the previous year. Turnover for the year reduced to £19.5m from £23.4 in the previous year and profit (before exceptional restructure costs) reduced to £2.9m from £3.9m in the previous year.

The reduction in revenue was primarily driven by a reduction in annual spend on continuous improvement services by a small number of large existing retail customers and the loss of revenue from The Bodyshop International Ltd after the retailer went into administration in the previous financial year. While 4 new customers were won within the year and revenue from B2B customers increased by 19% year on year, this was not sufficient to fill the in-year revenue gap.

As a result of the reduction in revenue, KPS Digital implemented a restructure process at the end of the year in order to reduce headcount and lower both cost of goods sold and overheads. As a result, a one-off and exceptional provision for the restructure cost of £481k was made in this financial year.

Principal risks and uncertainties

The directors have identified the following principal risks and uncertainties affecting the company:

Economic and market risk

Over the past year UK inflation rates have remained stubbornly above the BOE’s target rate of 2% and increased slightly towards the end of the financial year. While the BOE base interest rate has fallen slightly, sticky inflation has resulted in the rates remaining higher than expected. This has contributed to lower consumer confidence and the retail industry, in particular, has had a very challenging year. While the economic outlook is now more favorable than 12 months ago, many companies remain cautious when committing to large-scale capital investments.

To mitigate these risks, the directors implemented a restructure process at the end of the financial year in order to improve gross profit, reduce overheads and increase resiliency. Additionally, the restructure will re-shape KPS to be able to deliver a more diversified portfolio and to return to growth.

KPS DIGITAL LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

Market saturation and erosion of SAP Commerce Cloud market share

KPS Digital now has a significant market share within the UK SAP CX space and therefore the addressable market within this area is reducing. To counter this, the directors are looking to continue to apply more focus to the SAP CX space within Northern Europe as well as accelerating its diversification into new business lines such as Shopify+, Salesforce and other digital commerce platforms.

Use of Financial Instruments and Financial Risk Management

The Company’s principal financial instruments comprise of cash at bank, trade receivables, trade payables and borrowings under committed banking facilities. The main purpose of these financial instruments is to finance the Company’s operations and manage working capital requirements. The Board has overall responsibility for establishing and overseeing the Company’s financial risk management objectives and policies.

Financial Risk Management Objectives and Policies

The Company’s financial risk management policies seek to ensure that sufficient liquidity is available to meet operational needs, while managing exposure to risks arising from the use of financial instruments in a prudent and proportionate manner. The Company does not engage in speculative transactions and does not use derivative financial instruments.

Price Risk

The Company is exposed to price risk primarily in relation to the cost of permanent staff and contractor services, which represent a significant proportion of operating costs. The majority of contractors are engaged overseas, and contractor rates are negotiated annually. Significant effort is put into initiatives that drive permanent staff retention and the Company’s large contractor base can be quickly flexed up or down in response to short term changes to staff requirements. The Company manages this risk through forward planning of staffing requirements, annual rate negotiations with contractors, and aligning customer pricing to reflect underlying cost structures where possible. The Board considers that exposure to short-term price volatility is limited. Where possible, contractor rates are paid in GBP to mitigate FX risks.

Credit Risk

Credit risk arises principally from trade receivables. The Company has a relatively small base of large customers and monitors the creditworthiness of every customer on an ongoing basis. Standard payment terms are 30 days from invoice date and clauses are now being built into new contracts to allow the Company to renegotiate payment terms after specific events such as a change of ownership. Aged debtor balances are reviewed weekly, with statements and reminders issued in accordance with established credit control procedures. Where invoices become overdue, a rapid formal escalation process is followed. The Board believes that there is no significant concentration of credit risk and that the risk of material loss is low.

Liquidity Risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due. The Company manages this risk by maintaining sufficient cash reserves and access to committed banking facilities. While credit facilities are in place, the Company seeks to operate without reliance on external borrowing where possible. Cash flow forecasts are prepared and reviewed regularly to ensure that adequate liquidity is maintained within the business to support ongoing operations.

Cash Flow Risk

The Company is exposed to cash flow risk arising from the timing of receipts from customers relative to payments to contractors, employees and suppliers. This risk is managed through active working capital management, including regular cash flow forecasting and close monitoring of debtor collections. Revenue and cash forecasts are prepared on a monthly basis and reviewed by management to identify potential shortfalls allowing them to take mitigating action where necessary.

KPS DIGITAL LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -
Outlook

The directors consider that, while the year ending 30 September 2025 was challenging and saw a marked reduction in revenue from retail customers compared to the previous year, the company is in a strong position to consolidate its strength in the SAP Commerce Cloud B2B market, along with growth in other revenue streams and to return to revenue growth in the next financial year. The restructure, which was completed in November 2025, will result in an improved gross margin and a significant reduction in overheads which will contribute to improved profitability.

On behalf of the board

Mr B Moffat
Director
12 March 2026
KPS DIGITAL LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company continued to be that of design, consultancy, implementation and support of Digital CX solutions for retailers and businesses that sell to other business, primarily using SAP CX, Salesforce and Mirakl platforms.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £5,268,196. The directors do not recommend payment of a further dividend.

Directors

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

Mr T Hillman
Mr B Moffat
Mr L Musso
Post reporting date events

The company has no post balance sheet events of note to report.

Auditor

A resolution to reappoint MHA as independent auditor will be proposed at the next Annual General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

KPS DIGITAL LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr B Moffat
Director
12 March 2026
KPS DIGITAL LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KPS DIGITAL LTD.
- 6 -
Opinion

We have audited the financial statements of KPS Digital Ltd. (the 'company') for the year ended 30 September 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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' r eport 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.

KPS DIGITAL LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KPS DIGITAL LTD.
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

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

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

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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:

Enquiry of management and those charged with governance around actual and potential litigation and claims:

Enquiry of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations:

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

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

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

A further description of our responsibilities 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.

KPS DIGITAL LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KPS DIGITAL LTD.
- 8 -

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.

Jason Mitchell MBA BSc FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidenhead, United Kingdom
13 March 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
KPS DIGITAL LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
19,482,882
23,355,449
Cost of sales
(7,096,355)
(13,789,486)
Gross profit
12,386,527
9,565,963
Administrative expenses
(9,466,365)
(4,872,021)
Exceptional items
5
(481,607)
(819,093)
Operating profit
4
2,438,555
3,874,849
Interest receivable and similar income
10
74,142
63,591
Interest payable and similar expenses
9
(12,672)
-
0
Profit before taxation
2,500,025
3,938,440
Tax on profit
11
(749,652)
(1,003,324)
Profit and total comprehensive income for the year
1,750,373
2,935,116

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

KPS DIGITAL LTD.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
30 September 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
303,114
356,201
Current assets
Debtors
15
3,438,300
6,377,310
Cash at bank and in hand
1,553,260
1,872,523
4,991,560
8,249,833
Creditors: amounts falling due within one year
16
(2,151,698)
(2,391,842)
Net current assets
2,839,862
5,857,991
Total assets less current liabilities
3,142,976
6,214,192
Provisions for liabilities
Provisions
17
446,607
-
0
(446,607)
-
Net assets
2,696,369
6,214,192
Capital and reserves
Called up share capital
20
208
208
Share premium account
289,768
289,768
Capital redemption reserve
18
18
Profit and loss reserves
2,406,375
5,924,198
Total equity
2,696,369
6,214,192

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 12 March 2026 and are signed on its behalf by:
Mr B Moffat
Director
Company registration number 03459159 (England and Wales)
KPS DIGITAL LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 October 2023
208
289,768
18
5,489,082
5,779,076
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
-
2,935,116
2,935,116
Dividends
12
-
-
-
(2,500,000)
(2,500,000)
Balance at 30 September 2024
208
289,768
18
5,924,198
6,214,192
Year ended 30 September 2025:
Profit and total comprehensive income
-
-
-
1,750,373
1,750,373
Dividends
12
-
-
-
(5,268,196)
(5,268,196)
Balance at 30 September 2025
208
289,768
18
2,406,375
2,696,369
KPS DIGITAL LTD.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
5,068,770
2,436,482
Income taxes paid
(1,242,695)
(483,630)
Net cash inflow from operating activities
3,826,075
1,952,852
Investing activities
Purchase of tangible fixed assets
(6,808)
(347,382)
Proceeds from disposal of tangible fixed assets
-
0
235,721
Loans made to other entities
(1,200,000)
(800,000)
Interest received
74,142
63,591
Net cash used in investing activities
(1,132,666)
(848,070)
Financing activities
Interest paid
(12,672)
-
0
Dividends paid
(3,000,000)
(750,000)
Net cash used in financing activities
(3,012,672)
(750,000)
Net (decrease)/increase in cash and cash equivalents
(319,263)
354,782
Cash and cash equivalents at beginning of year
1,872,523
1,517,741
Cash and cash equivalents at end of year
1,553,260
1,872,523
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
1
Accounting policies
Company information

KPS Digital Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, United Kingdom, RG41 5TS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue comprises sales of services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: the amount of revenue can be measured reliably, it is probable that the Company will receive the consideration due under the contract, the stage of completion of the contract at the end of the reporting period can be measured reliably and the costs incurred and the costs to complete the contract can be measured reliably.

1.4
Tangible fixed assets

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

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

Short Leasehold
10% on cost
Fixtures and fittings
20% on cost
Computers
33% on cost

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 credited or charged to profit or loss.

KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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

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

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, cash and bank balances and amounts owed by group undertakings, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and amounts owed to group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

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

1.9
Taxation

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

KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Provisions

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 i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.11
Employee benefits

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

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

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

1.12
Retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Management are of the opinion that there are no critical judgements or key sources of estimation uncertainty when applying the Company's accounting policies, which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities as at the year end.

3
Turnover

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

2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
16,274,051
19,693,497
Rest of Europe
3,208,831
3,661,952
19,482,882
23,355,449
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
38,248
29,608
Depreciation of owned tangible fixed assets
58,083
76,041
Loss/(profit) on disposal of tangible fixed assets
1,812
(3,153)
Operating lease charges
247,800
264,122
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 18 -
5
Exceptional item
2025
2024
£
£
Expenditure
Restructuring provision
481,607
-
Bad debts
-
583,372
Lease termination
-
235,721
481,607
819,093

During the current year, the company began restructuring plans which will result in one-off termination payments becoming payable, currently estimated to be in late 2025. The company has provided for estimated costs of £482k.

During the prior financial year, the company incurred two large one-off, exceptional costs which impacted profit. The first was a large impairment cost of £583k incurred as a result of The Body Shop International Limited going into administration. The second was a cost of £236k incurred as a result of terminating the office lease early.

6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
16,000
16,000
7
Employees

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

2025
2024
Number
Number
Directors
2
2
Other Staff
80
84
Total
82
86

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
7,090,229
7,556,403
Social security costs
928,696
930,578
Pension costs
230,519
190,539
8,249,444
8,677,520
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 19 -
8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
715,886
818,270
Company pension contributions to defined contribution schemes
24,000
24,000
739,886
842,270

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

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
359,135
412,426
Company pension contributions to defined contribution schemes
12,000
12,000
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
12,672
-
0
10
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
74,142
26,756
Other interest income
-
0
36,835
Total income
74,142
63,591
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
749,652
1,055,195
Deferred tax
Origination and reversal of timing differences
-
0
(51,871)
Total tax charge
749,652
1,003,324
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
11
Taxation
(Continued)
- 20 -

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

2025
2024
£
£
Profit before taxation
2,500,025
3,938,440
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
625,006
984,610
Tax effect of expenses that are not deductible in determining taxable profit
2,732
182
Change in unrecognised deferred tax assets
119,697
2,057
Depreciation on assets not qualifying for tax allowances
8,684
6,125
Other permanent differences
(6,467)
(7,560)
Loss on disposal of non-qualifying assets
-
0
17,910
Taxation charge for the year
749,652
1,003,324
12
Dividends
2025
2024
2025
2024
Per share
Per share
Total
Total
£
£
£
£
Ordinary C
Final paid
526,819.60
250,000.00
5,268,196
2,500,000
13
Tangible fixed assets
Short Leasehold
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 October 2024
347,338
20,320
245,302
612,960
Additions
-
0
-
0
6,808
6,808
Disposals
-
0
-
0
(2,416)
(2,416)
At 30 September 2025
347,338
20,320
249,694
617,352
Depreciation and impairment
At 1 October 2024
23,155
18,942
214,662
256,759
Depreciation charged in the year
34,734
1,378
21,971
58,083
Eliminated in respect of disposals
-
0
-
0
(604)
(604)
At 30 September 2025
57,889
20,320
236,029
314,238
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
13
Tangible fixed assets
Short Leasehold
Fixtures and fittings
Computers
Total
£
£
£
£
(Continued)
- 21 -
Carrying amount
At 30 September 2025
289,449
-
0
13,665
303,114
At 30 September 2024
324,183
1,378
30,640
356,201
14
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Financial assets measured at amortised cost
3,196,739
6,121,694
Cash
1,553,260
1,872,523
Carrying amount of financial liabilities
Financial liabilities measured at amortised cost
1,351,726
1,333,457

Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors and accrued income.

Financial liabilities measured at amortised cost comprise trade creditors, accruals, other creditors and amounts owed to group undertakings.

KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,111,900
3,497,746
Amounts owed by group undertakings
469,242
331,355
Other debtors
-
0
800,669
Prepayments
241,561
255,616
Accrued income
615,597
1,491,924
3,438,300
6,377,310

Amounts owed by group undertakings are comprised of trade receivables with fellow group companies, which are unsecured, interest free and due within the company's standard payment terms.

At the comparative reporting date, loans to group undertakings of £800,000 were included within other debtors. The loans were unsecured, repayable either by instalment or by full repayment at the borrower's discretion and carried interest at 6.93% per annum. The loan receivable was settled during the current year.

16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Trade creditors
566,505
627,553
Amounts owed to group undertakings
593,246
183,322
Corporation tax
62,152
555,195
Other taxation and social security
606,216
453,627
Deferred income
131,604
49,563
Other creditors
32,142
60,400
Accruals and deferred income
159,833
462,182
2,151,698
2,391,842

Amounts owed to group undertakings are comprised of:

- Intercompany loan balances of £269,416 (2024: nil), which are unsecured, carry interest at variable rates dependent on debt facilities of the parent undertaking (4.67% per annum during the year), and are repayable on demand.

- Trade payables of £295,745 (2024: £183,322), which are unsecured, interest free and payable within standard supplier credit terms.

17
Provisions for liabilities
2025
2024
£
£
Restructuring provision
446,607
-
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
17
Provisions for liabilities
(Continued)
- 23 -
Movements on provisions:
Restructuring provision
£
Additional provisions in the year
446,607

During the year the Company announced restructuring plans which at the reporting date were ongoing, but estimated costs have been provided for within the statement of financial position. The restructuring provision is expected to be utilised in late 2025.

18
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
3,416
32,019
Other temporary timing differences
(3,416)
(32,019)
-
-
There were no deferred tax movements in the year.

The deferred tax liability set out above in respect of accelerated capital allowances is expected to reverse in line with the depreciation of the underlying tangible fixed assets to which they relate, being between 3 and 10 years of the reporting date. Other timing differences are expected to reverse within 1 year of the reporting date.

Other temporary timing differences give rise to deferred tax assets which the company has elected to recognise up to the extent of its deferred tax liabilities.

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
230,519
190,539

The c ompany 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. Contributions totalling £40,696 (2024: £40,249) were payable to the fund at the balance sheet date.

KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 24 -
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 1p each
19,095
19,095
191
191
Ordinary B of 1p each
1,650
1,650
17
17
Ordinary C of 1p each
10
10
-
0
-
0
Ordinary D of 1p each
10
10
-
0
-
0
Ordinary E of 1p each
10
10
-
0
-
0
20,775
20,775
208
208

All share classes have attached to them full dividend and capital distribution (including on a winding up) rights; they do not confer any rights of redemption. Ordinary A and Ordinary B shares has full voting rights. Ordinary C, Ordinary D and Ordinary E have no voting rights.

21
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
247,800
247,800
Years 2-5
578,200
826,000
826,000
1,073,800
22
Secured debts

During the year the Company provided security for an overdraft facility, by way of a debenture containing fixed and floating charges over all the property and undertaking of the Company. The charge includes a negative pledge.

At the reporting date, no balance was payable by the Company under the overdraft agreement and no secured debts existing on the statement of financial position.

23
Key management personnel
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
700,000
1,896,666
KPS DIGITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 25 -
24
Ultimate controlling party

The Company's immediate and ultimate parent undertaking is KPS AG GmbH, a Company incorporated in Germany.

The Company is included in the consolidated financial statements that have been prepared by KPS AG GmbH. The consolidated financial statements for the group are available to the public and may be obtained from the head office of KPS AG GmbH; Beta-Straße 10H, 85774 Unterföhring, Munich Germany. The parent is the smallest and largest group to consolidate the results of the Company.

25
Cash generated from operations
2025
2024
£
£
Profit for the year after tax
1,750,373
2,935,116
Adjustments for:
Taxation charged
749,652
1,003,324
Finance costs
12,672
-
0
Investment income
(74,142)
(63,591)
Loss/(gain) on disposal of tangible fixed assets
1,812
(3,153)
Depreciation of tangible fixed assets
58,083
76,041
Increase in provisions
446,607
-
Movements in working capital:
Decrease/(increase) in debtors
2,139,008
(1,140,779)
Decrease in creditors
(97,336)
(300,839)
Increase/(decrease) in deferred income
82,041
(69,637)
Cash generated from operations
5,068,770
2,436,482
26
Analysis of changes in net funds
1 October 2024
Cash flows
Other non-cash changes
30 September 2025
£
£
£
£
Cash at bank and in hand
1,872,523
(319,263)
-
1,553,260
Amounts owed by group undertakings
800,000
1,200,000
(2,000,000)
-
2,672,523
880,737
(2,000,000)
1,553,260
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