Company registration number 04631034 (England and Wales)
ON DIRECT BUSINESS SERVICES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
ON DIRECT BUSINESS SERVICES LIMITED
COMPANY INFORMATION
Directors
B Raynes
J S Hall
L Searle
(Appointed 5 February 2026)
Secretary
Speafi Secretarial Limited
Company number
04631034
Registered office
1 London Street
Reading
Berkshire
United Kingdom
RG1 4QW
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
ON DIRECT BUSINESS SERVICES LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
ON DIRECT BUSINESS SERVICES LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
- 1 -

The directors present the strategic report for the period ended 30 June 2025.

Principle Activities

On Direct Business Services Ltd (“the Company”), trading as Cloud Direct, provides cloud‑based technology services to organisations in the UK and internationally. The Company specialises exclusively in Microsoft cloud solutions and delivers services across Microsoft Azure, Microsoft 365, security, data and AI platform and analytics, and managed cloud operations.

Business Model

The Company’s business model is based on providing technology modernisation, cloud adoption and operational management services. Revenue is generated through Professional Services, Recurring Managed Services and software resale.

Strategy

Organisational goals are achieved by further accelerating the Company’s market‑relevant sales and services. Margin improvement is driven through operational leverage from recurring managed services, underpinned by increased automation.

The Company’s purpose is to help ambitious businesses grow better. This purpose‑led growth strategy focuses on delivering long‑term, sustainable and high‑quality growth for both customers and the Company.

The Company’s approach is based on three engagement principles designed to accelerate growth for customers, the Company and employees: (1) Teach, don’t sell; (2) Build it Right; and (3) Learning edge. Together, these principles shape the Company’s market and customer‑facing behaviour and support its ability to compete effectively.

The Company’s activities are centred on three Microsoft technology domains: (1) Cloud, (2) Security, and (3) Data and AI. A portfolio of solutions within these domains generates revenue from both recurring professional services and recurring managed services. Over the coming years, the Company will prioritise services that enable AI capabilities at the infrastructure layer.

Principal risks and uncertainties

Technological Change: The Company operates in a rapidly evolving technology environment. Ongoing investment in training, certifications, and specialist capability is required.

Dependence on Key Personnel: The business relies on certain senior and specialist personnel. The Company seeks to mitigate this through succession planning and staff development.

Recruitment and Retention of Skilled Staff: The market for cloud, data and security skills remains competitive.

Credit Risk: Customer credit exposure remains diversified across sectors and customer size.

Interest Rate Risk: The Company had no material exposure to interest rate movements at the reporting date.

Foreign Exchange Risk: A proportion of operating costs are denominated in ZAR.

ON DIRECT BUSINESS SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 2 -
Performance

The financial statements for On Direct Business Services Limited cover an 18 month reporting period from 1 January 2024 to 30 June 2025, compared with a 12 month period for the prior year. The extension of the reporting period was made to align the Company’s financial year end with that of Microsoft Corporation Inc., an affiliated partner. As a result, direct comparison of absolute revenue, cost and profit figures between the two periods should be treated with caution.

During the 18 month period, the Company generated turnover of £53.5 million, with income derived from cloud licensing and product reselling, contracted managed services, consultancy, and hardware sales. The Company reported an operating profit of £2.43 million and a profit after taxation of £329,408, representing a return to profitability over the extended period. Margin percentages remained broadly consistent with the prior year, while absolute financial totals reflect both the longer reporting period and underlying operational performance. Based on revenues in place at the reporting date, the annualised run rate of recurring revenue was £35.3m.

Operationally, the Company continued to modernise its service model, including the decommissioning of legacy infrastructure and further development of its Cape Town–based 24/7 support centre. The Company also maintained progress in deepening its engagement with Microsoft’s cloud programmes, which remains central to its commercial focus.

The balance sheet at 30 June 2025 shows net liabilities of £14.4 million, consistent with the prior year, including cash balances of £1.22 million and long term loans of £10.56 million. Subsequent to the reporting date, on 19 December 2025, the Company refinanced its existing borrowings with a new debenture facility provided by HSBC PLC. This refinancing is disclosed as a non adjusting post balance sheet event.

The Directors have assessed the Company’s financial position, cash flows and forecasts and, having considered appropriate downside scenarios, continue to adopt the going concern basis in preparing the financial statements. Lenders have remained supportive, and at the time of approval of these financial statements the Company had sufficient liquidity for its expected operational requirements.

The Directors remain focused on maintaining operational stability, managing financial obligations, and supporting customers across the Company’s cloud, data and managed service offerings.

Post Period Events

In December 2025, the Board appointed a new CEO to guide the company’s next growth phase, while the Founder transitioned to Executive Chairman. After serving as a Board Observer for 18 months, the new CEO quickly implemented strategies to flatten the organisation's structure, improve agility, and cut costs. This included standardising IP and offerings, meeting customer needs, accelerating innovation, and investing in emerging technologies and talent.

The Company is actively broadening its service portfolio in alignment with advancements in Microsoft cloud technologies. The principal areas of focus now encompass:

- AI Productivity, Microsoft 365, and Modern Workplace Services: Including tenant security baselining, governance, migration, monitoring, and comprehensive managed services.

- Azure Cloud Services: Covering landing zone design, migration, modernisation, cost optimisation, and ongoing management. This includes enhanced Azure resale and support delivered via the Company’s CSP+ tiered model.

- Security Services: Providing identity and access management, information protection, threat protection, as well as managed detection and response services such as Managed Sentinel and SOC offerings.

- Data Platform, Analytics, and AI Services: Encompassing data platform management, data engineering, analytics, and structured frameworks to facilitate AI adoption.

Throughout the period, the Company further strengthened its partnership with Microsoft, leveraging access to specialised programmes, funding, and technical enablement that enhance service delivery capabilities and promote customer adoption of Microsoft cloud solutions.

ON DIRECT BUSINESS SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 3 -

On behalf of the board

L Searle
Director
25 March 2026
ON DIRECT BUSINESS SERVICES LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
- 4 -

The directors present their annual report and financial statements for the period ended 30 June 2025.

Principal activities

The principal activity of the company continued to be that of providing professional data management services to businesses.

Results and dividends

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

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

Directors

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

B Raynes
J S Hall
L Searle
(Appointed 5 February 2026)
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

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.

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
L Searle
Director
25 March 2026
ON DIRECT BUSINESS SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2025
- 5 -

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.

ON DIRECT BUSINESS SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ON DIRECT BUSINESS SERVICES LIMITED
- 6 -
Opinion

We have audited the financial statements of On Direct Business Services Limited (the 'company') for the period ended 30 June 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 June 2025 and of its profit for the period 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 period 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.

ON DIRECT BUSINESS SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ON DIRECT BUSINESS SERVICES LIMITED (CONTINUED)
- 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.

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.

ON DIRECT BUSINESS SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ON DIRECT BUSINESS SERVICES LIMITED (CONTINUED)
- 8 -

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

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

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

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

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

- Reviewing minutes of meetings of those charged with governance;

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

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

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

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Adam East FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
HP9 2JH
25 March 2026
ON DIRECT BUSINESS SERVICES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2025
- 9 -
Period
Year
ended
ended
30 June
31 December
2025
2023
Notes
£
£
Turnover
3
53,505,756
29,281,023
Cost of sales
(36,402,090)
(19,301,530)
Gross profit
17,103,666
9,979,493
Administrative expenses
(14,759,193)
(9,066,427)
Other operating income
89,717
-
0
Operating profit
4
2,434,190
913,066
Interest receivable and similar income
7
100,336
40,534
Interest payable and similar expenses
8
(2,205,118)
(1,483,690)
Profit/(loss) before taxation
329,408
(530,090)
Tax on profit/(loss)
9
-
0
-
0
Profit/(loss) for the financial period
329,408
(530,090)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ON DIRECT BUSINESS SERVICES LIMITED
BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 10 -
30 June 2025
31 December 2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
270,403
114,445
Tangible assets
11
84,636
94,924
Investments
12
3,424,531
3,424,531
3,779,570
3,633,900
Current assets
Stocks
14
-
45,618
Debtors
15
10,844,719
9,115,851
Cash at bank and in hand
1,217,812
2,888,591
12,062,531
12,050,060
Creditors: amounts falling due within one year
16
(19,719,949)
(16,041,216)
Net current liabilities
(7,657,418)
(3,991,156)
Total assets less current liabilities
(3,877,848)
(357,256)
Creditors: amounts falling due after more than one year
17
(10,563,174)
(14,413,174)
Net liabilities
(14,441,022)
(14,770,430)
Capital and reserves
Called up share capital
22
1,058
1,058
Share premium account
2,637,765
2,637,765
Capital redemption reserve
70
70
Profit and loss reserves
(17,079,915)
(17,409,323)
Total equity
(14,441,022)
(14,770,430)

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 25 March 2026 and are signed on its behalf by:
L Searle
Director
Company registration number 04631034 (England and Wales)
ON DIRECT BUSINESS SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
1,058
2,637,765
70
(16,879,233)
(14,240,340)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(530,090)
(530,090)
Balance at 31 December 2023
1,058
2,637,765
70
(17,409,323)
(14,770,430)
Period ended 30 June 2025:
Profit and total comprehensive income
-
-
-
329,408
329,408
Balance at 30 June 2025
1,058
2,637,765
70
(17,079,915)
(14,441,022)
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
- 12 -
1
Accounting policies
Company information

On Direct Business Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 London Street, Reading, Berkshire, United Kingdom, RG1 4QW. The principal place of business is Cambridge House, Henry Street, Bath, BA1 1BT.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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

On Direct Business Services Limited is a wholly owned subsidiary of On Direct Group Limited and the results of On Direct Business Services Limited are included in the consolidated financial statements of On Direct Group Limited which are available from 1 London Street, Reading, United Kingdom, RG1 4QW.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

In assessing the going concern position of the company for the period ended 30 June 2025, the directors have considered the company’s cash flows, liquidity and forecast business activities over a period of at least 12 months from the date of approval of these financial statements. true

The company continues to maintain adequate cash headroom and the latest forecasts reviewed by the directors show consistent monthly profitability and sufficient liquidity throughout the going concern assessment period. At the time of the review in March 2026, there was sufficient cash available for operations.

The company has a diversified client base with no concentration of risk in any particular sector. The base case and downside scenarios prepared by management demonstrate that the company will have adequate resources to continue in operational existence for the foreseeable future. The directors have also considered the scheduled capital repayments falling due within the assessment period, and confirm that these have been fully incorporated into the company’s cash flow forecasts and can be met from projected available liquidity.

The directors have also performed a reverse stress test to identify the downside conditions that would give rise to a requirement for additional funding. Having considered these assumptions and the mitigating actions available — including cost reduction measures and deferral of non essential expenditure — the directors concluded that such conditions are remote and not considered plausible.

Accordingly, the directors do not consider that any material uncertainties exist that may cast significant doubt on the company’s ability to continue as a going concern, and therefore continue to adopt the going concern basis in preparing these financial statements.

1.3
Reporting period

These financial statements cover the period from 1 January 2024 through to and including 30 June 2025; a period of 18 months. The reason for presenting a longer period of account is in order to align the financial period end of the company with that of Microsoft Corporation Inc., a company incorporated in the United States of America, and for which On Direct is an affiliated partner of. Comparative amounts presented in these financial statements (including related notes) are therefore not entirely comparable as a result.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Service income is recognised over the period of the service contract in accordance with generally accepted accounting principles.

1.5
Research and development expenditure

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

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Intangible fixed assets - goodwill

Goodwill consists of amounts relating to the excess in consideration for the purchase of the trade and assets of Connect Support Services Limited on 26 January 2017.

This is being amortised evenly over its estimated useful life of five years.

Goodwill also consists of the excess in consideration over the net assets acquired of the following entities which have been hived up into the company:

Entity Date of hive up

Datel Business Services Limited 29 April 2015

Redblade Limited 1 January 2017

iHotDesk Holdings Limited 1 January 2017

Data Continuity Group Limited 1 March 2018

AlwaysON Group Limited 1 June 2018

Ezis Limited 1 March 2019

S3 Consulting Limited 31 December 2020

Unit IT Limited 31 December 2023

These items are being amortised evenly over their estimated useful lives of five years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Website and software development costs are initially measured at cost. They are recognised as intangible fixed assets only if all of the following conditions are met:

- an asset is created that can be identified;

- it is probable that the asset will generate future economic benefits which is demonstrable; and

- the development costs can be measured reliably.

After initial recognition, website and software development costs are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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:

Computer software
50% on cost
Development costs
33% on cost

Research and development

Expenditure on research and on development costs not meeting the conditions for capitalisation are written off in the year in which they are incurred.

1.8
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.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 15 -

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

Plant and machinery
33% on cost
Fixtures and fittings
33% on cost
Office equipment
33% on cost
Motor vehicles
25% 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.

1.9
Fixed asset investments

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

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

1.10
Impairment of fixed assets

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

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

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.

1.11
Stocks

Stocks are valued at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis after making due allowance for obsolete and slow moving items.

1.12
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.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 16 -
1.13
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 balance sheet 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 and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans , 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 payments 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.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
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.

1.15
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset 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.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 18 -
1.16
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.

1.17
Retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.19
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.

1.20
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.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 19 -
3
Turnover and other revenue
2025
2023
Period
Year
£
£
Turnover analysed by class of business
Turnover from Cloud Licenses and Product Reselling and Partner Incentives
40,492,633
22,176,270
Turnover from Contracted Managed Services
5,467,891
3,202,911
Turnover from Consultancy
6,503,476
2,929,024
Turnover from Hardware
1,041,756
972,818
53,505,756
29,281,023
2025
2023
Period
Year
£
£
Turnover analysed by geographical market
United Kingdom
50,662,660
28,167,488
Europe
1,012,595
814,368
Rest of the World
1,830,501
299,167
53,505,756
29,281,023
2025
2023
Period
Year
£
£
Other revenue
Interest income
100,336
40,534

The turnover is attributable to the one principal activity of the company.

4
Operating profit
2025
2023
Period
Year
Operating profit for the period is stated after charging:
£
£
Exchange losses
87,048
69,569
Fees payable to the company's auditor for the audit of the company's and group's financial statements
37,525
31,000
Depreciation of owned tangible fixed assets
81,447
73,264
Amortisation of intangible assets
159,871
664,340
(Profit)/loss on disposal of intangible assets
-
2,231
Operating lease charges
481,429
284,282
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 20 -
5
Employees

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

2025
2023
Period
Year
Number
Number
Directors
3
3
Management
9
5
Sales
11
13
Finance and administration
11
5
Professional services
24
15
Systems and development
7
3
Marketing
11
8
Service and support
66
85
Pre-sales
5
4
Total
147
141

Their aggregate remuneration comprised:

2025
2023
Period
Year
£
£
Wages and salaries
10,279,667
6,017,231
Social security costs
760,666
423,316
Pension costs
740,063
368,751
11,780,396
6,809,298
6
Directors' remuneration
2025
2023
Period
Year
£
£
Remuneration for qualifying services
404,166
251,814
Company pension contributions to defined contribution schemes
45,000
25,500
449,166
277,314

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
6
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2023
Period
Year
£
£
Remuneration for qualifying services
342,490
202,092
Company pension contributions to defined contribution schemes
45,000
25,500
7
Interest receivable and similar income
2025
2023
Period
Year
£
£
Interest income
Interest on bank deposits
100,336
40,534
8
Interest payable and similar expenses
2025
2023
Period
Year
£
£
Interest on bank overdrafts and loans
2,129,305
1,425,710
Other interest on financial liabilities
200
725
Other interest
75,613
57,255
2,205,118
1,483,690
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 22 -
9
Taxation

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

2025
2023
Period
Year
£
£
Profit/(loss) before taxation
329,408
(530,090)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
82,352
(124,571)
Tax effect of expenses that are not deductible in determining taxable profit
33,448
362,122
Tax effect of income not taxable in determining taxable profit
-
0
(9,525)
Tax effect of utilisation of tax losses not previously recognised
(177,113)
(374,163)
Unutilised tax losses carried forward
64,670
-
0
Permanent capital allowances in excess of depreciation
(3,357)
(9,983)
Amortisation on assets not qualifying for tax allowances
-
0
156,120
Taxation charge for the period
-
-
10
Intangible fixed assets
Goodwill
Computer software
Development costs
Assets under construction
Total
£
£
£
£
£
Cost
At 1 January 2024
11,080,125
418,268
119,353
-
0
11,617,746
Additions
-
0
154,709
129,192
31,928
315,829
At 30 June 2025
11,080,125
572,977
248,545
31,928
11,933,575
Amortisation and impairment
At 1 January 2024
11,080,125
303,823
119,353
-
0
11,503,301
Amortisation charged for the period
-
0
125,052
34,819
-
0
159,871
At 30 June 2025
11,080,125
428,875
154,172
-
0
11,663,172
Carrying amount
At 30 June 2025
-
0
144,102
94,373
31,928
270,403
At 31 December 2023
-
0
114,445
-
0
-
0
114,445

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 23 -
11
Tangible fixed assets
Plant and machinery
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2024
7,396
86,720
688,673
33,155
815,944
Additions
-
0
18,791
52,368
-
0
71,159
At 30 June 2025
7,396
105,511
741,041
33,155
887,103
Depreciation and impairment
At 1 January 2024
7,396
80,916
599,553
33,155
721,020
Depreciation charged in the period
-
0
4,656
76,791
-
0
81,447
At 30 June 2025
7,396
85,572
676,344
33,155
802,467
Carrying amount
At 30 June 2025
-
0
19,939
64,697
-
0
84,636
At 31 December 2023
-
0
5,804
89,120
-
0
94,924
12
Fixed asset investments
2025
2023
Notes
£
£
Investments in subsidiaries
13
3,424,531
3,424,531
13
Subsidiaries

Details of the company's subsidiaries at 30 June 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
AlwaysON Group Limited
United Kingdom
Dormant
Ordinary shares
100.00
Ezis Limited
United Kingdom
Dormant
Ordinary shares
100.00
iHotDesk Holdings Limited
United Kingdom
Dormant
Ordinary shares
100.00
Redblade Limited
United Kingdom
Dormant
Ordinary shares
100.00
S3 Consulting Limited
United Kingdom
Dormant
Ordinary shares
100.00
Unit IT (Pty) Limited
South Africa
Data management services
Ordinary shares
100.00
Unit IT Limited
United Kingdom
Dormant
Ordinary shares
100.00
14
Stocks
2025
2023
£
£
Finished goods and goods for resale
-
0
45,618
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 24 -
15
Debtors
2025
2023
Amounts falling due within one year:
£
£
Trade debtors
3,504,578
3,019,769
Amounts owed by group undertakings
284,079
231,021
Other debtors
1,408,474
927,467
Prepayments and accrued income
3,379,138
2,669,144
8,576,269
6,847,401
2025
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 19)
2,268,450
2,268,450
Total debtors
10,844,719
9,115,851
16
Creditors: amounts falling due within one year
2025
2023
£
£
Trade creditors
8,414,845
5,191,334
Amounts owed to group undertakings
7,756,150
7,721,960
Taxation and social security
633,547
673,064
Other creditors
628,891
671,538
Accruals and deferred income
2,286,516
1,783,320
19,719,949
16,041,216

Included within other creditors is deferred consideration in respect of subsidiary undertakings acquired totalling £555,874 (2023: £610,539 ).

17
Creditors: amounts falling due after more than one year
2025
2023
Notes
£
£
Debenture loans
18
10,563,174
14,413,174
ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 25 -
18
Loans and overdrafts
2025
2023
£
£
Debenture loans
10,563,174
14,413,174
Payable after one year
10,563,174
14,413,174

The company and its subsidiary undertakings are party to an omnibus guarantee and set-off agreement given to Santander UK plc in respect of group overdraft facilities, dated 21 May 2014. The total level of indebtedness at the year end amounted to £Nil. The charge for Santander has been satisfied in December 2025.

The debenture loans are secured as follows:

The group has registered fixed and floating charges over its assets with Roger Guy, dated 1 June 2018, 21 September 2021 and 7 August 2023. The charge for Roger Guy was satisfied in December 2025.

19
Deferred taxation

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

Assets
Assets
2025
2023
Balances:
£
£
Tax losses
2,268,450
2,268,450
There were no deferred tax movements in the period.

Deferred tax on losses represent tax losses that are expected to unwind against the company's future trading profits on ordinary activities. The directors have considered the likelihood of these losses being reversed and conclude that the company will be profitable in future years to utilise these losses.

20
Retirement benefit schemes
2025
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
740,063
368,751

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions amounting to £53,759 (2023: £42,393) were payable to the scheme and are included in creditors.

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
- 26 -
21
Share-based payment transactions

Under the On Direct Group Limited EMI share options scheme, equity-based compensation awards are granted to certain of our employees eligible to participate in the scheme. For our eligible employees, the EMI share options scheme allows for the issuance of EMI share options. Share options permit the recipient to buy shares in On Direct Group Limited upon vesting at the price on the date the option was granted.

All EMI share options granted to eligible employees are exercised when EBITDA as per the vesting agreement is reached or if the option holder is invited to exercise the option prior to an "Exit Event". Vesting of the share option awards issued is conditional based on service by the employee. EMI share option awards have a contractual expiration term of ten years from the date of grant.

22
Share capital
2025
2023
2025
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
105,769
105,769
1,058
1,058

Each ordinary share carries one vote, an equal right to dividends and capital (including on a winding up) and is not redeemable.

23
Reserves

Retained earnings includes all current and prior period retained profits and losses.

Share premium includes any premiums in excess of par received on the issue of share capital.

The capital redemption reserve includes amounts transferred upon redemption of the company's own shares.

24
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
2023
£
£
Within 1 year
319,617
293,594
Years 2-5
661,933
1,089,041
981,550
1,382,635
25
Related party transactions
Transactions with related parties

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the period the company has made purchases from Crayon Group AS totalling:

ON DIRECT BUSINESS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
25
Related party transactions
(Continued)
- 27 -
Purchases
Purchases
2025
2023
£
£
Crayon Group AS
1,981
460

The following amounts were outstanding at the reporting end date:

2025
2023
Amounts due to related parties
£
£
Crayon Group AS
135
-
26
Directors' transactions
Description
% Rate
Opening balance
Closing balance
£
£
B Raynes - Advances
-
9,980
9,980
9,980
9,980
27
Ultimate parent company

The company is a wholly owned subsidiary undertaking of On Direct Group Limited which is the ultimate parent company incorporated in England and Wales.

The smallest and largest group in which the results of the company are consolidated is that headed by On Direct Group Limited. No other group financial statements include the results of the company. The consolidated financial statements of the group can be obtained from Cambridge House, Henry Street, Bath, BA1 1BT.

28
Ultimate Controlling Party

The directors consider there is no ultimate controlling party in either the current or preceding years.

29
Events after the reporting date

After the reporting date, the company refinanced its existing debenture loan with a new debenture facility provided by HSBC PLC. The refinancing was completed on 23 December 2025 and the existing debenture was repaid in full. The new facility is secured by a debenture over the assets of the company.

The directors consider this to be a non‑adjusting post balance sheet event and, accordingly, no amounts have been recognised in these financial statements in respect of this matter.

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