Company No: 03039700 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2025		31.03.2025
		£		£
				Restated - note 2
Fixed assets
Intangible assets	4	218,052		262,202
Tangible assets	5	7,660		8,697
		225,712		270,899
Current assets
Stocks		1,207		2,000
Debtors	6	159,196		115,623
Cash at bank and in hand		144,657		153,627
		305,060		271,250
Creditors: amounts falling due within one year	7	( 334,064)		( 307,488)
Net current liabilities		(29,004)		(36,238)
Total assets less current liabilities		196,708		234,661
Creditors: amounts falling due after more than one year	8	( 12,500)		( 37,500)
Provision for liabilities	9	( 42,314)		0
Net assets		141,894		197,161
Capital and reserves
Called-up share capital		100		100
Profit and loss account		141,794		197,061
Total shareholders' funds		141,894		197,161

For the financial period ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Kudos Software Ltd. (registered number: 03039700) were approved and authorised for issue by the Board of Directors on 29 May 2026. They were signed on its behalf by:

M R Firouzabadian Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Kudos Software Ltd. (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is First Floor Office Suite Higher Mill Lane, Buckfast, Buckfastleigh, TQ11 0EN, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Reporting period length

The financial statements have been prepared for a shortened period of 9 months to 31 December 2025, so as to align the company year end with other connected companies. The comparatives are for a 12 month period to 31 March 2025. The results of the current year and comparatives are, as a result, not entirely comparable.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue for subscription services are typically billed annually in advance. The revenue is recognised pro-rata over the term of the contract.

Revenue for software licences is typically billed and recognised when the licences are provided to the customer and the maintenance aspect of the contract is recognised pro-rata over the term of the contract.

Revenue for training and consultancy services are typically invoiced in advance and recognised when the service has been provided.

Employee benefits

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

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

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Development costs

10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment

33 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Amounts 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.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) 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 Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Prior period adjustment

The directors have identified that turnover was incorrectly stated in the prior year financial statements. Deferred income was not previously accounted for in relation to licences sold in 2024 and supplied over a period that extended past the financial year end. A prior year adjustment has, therefore, been accounted for to reflect this deferred income and the tax liability adjusted accordingly. The effect of the adjustment on the year ended 31 March 2025 is a £119,012 reduction in profit and retained earnings and an increase in deferred income.

The directors have also identified that some accrued income and purchases were also incorrectly stated in the prior year. These adjustments have also have been reflected as part of a prior period adjustment, resulting in a further reduction in profit, retained earnings and total net assets of £6,126.

Lastly, the directors have identified that development costs had been incorrectly capitalised in the prior year, and have therefore adjusted the prior year figures to reflect the revenue nature of the expenditure, resulting in a further reduction in profit and loss reserves of £64,260

The directors' have reclassified installation salaries, computer running costs and commission costs as it was concluded that there were administrative costs rather than direct costs. This has had no impact on profit.

A summary of the adjustment made is as follows:

		As previously reported		Adjustment		As restated
Period ended 31 March 2025		£		£		£
Trade debtors		111,721		(17,660)		94,061
Accruals and deferred income		(20,121)		(133,478)		(153,599)
Tax liability		(26,000)		26,000		0
Development cost		1,709,682		(71,403)		1,638,279
Development accumulated depreciation		(1,383,220)		7,143		(1,376,077)
Profit and Loss account		(386,459)		189,398		(197,061)

3. Employees

	Period from 01.04.2025 to 31.12.2025		Year ended 31.03.2025
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	20		19

4. Intangible assets

	Development costs		Total
	£		£
Cost
At 01 April 2025	1,638,279		1,638,279
At 31 December 2025	1,638,279		1,638,279
Accumulated amortisation
At 01 April 2025	1,376,077		1,376,077
Charge for the financial period	44,150		44,150
At 31 December 2025	1,420,227		1,420,227
Net book value
At 31 December 2025	218,052		218,052
At 31 March 2025	262,202		262,202

5. Tangible assets

	Office equipment		Total
	£		£
Cost
At 01 April 2025	49,943		49,943
Additions	1,670		1,670
At 31 December 2025	51,613		51,613
Accumulated depreciation
At 01 April 2025	41,246		41,246
Charge for the financial period	2,707		2,707
At 31 December 2025	43,953		43,953
Net book value
At 31 December 2025	7,660		7,660
At 31 March 2025	8,697		8,697

6. Debtors

	31.12.2025		31.03.2025
	£		£
Trade debtors	113,461		94,061
Amounts owed by related parties	4,635		0
Amounts owed by directors	7,805		0
Prepayments	26,125		14,392
Deposits	7,170		7,170
	159,196		115,623

7. Creditors: amounts falling due within one year

	31.12.2025		31.03.2025
	£		£
Bank loans	30,000		30,000
Trade creditors	15,925		64,574
Accruals and deferred income	216,055		153,599
Taxation and social security	69,653		56,015
Other creditors	2,431		3,300
	334,064		307,488

Bank loans due within one year of £30,000 (March 2025: £30,000) are subject to a fixed and floating charge in favour of the bank, together with a limited personal guarantee from Mr J P & Mrs R M Barrett.

8. Creditors: amounts falling due after more than one year

	31.12.2025		31.03.2025
	£		£
Bank loans	12,500		37,500

Bank loans due after one year of £12,500 (March 2025: £37,500) are subject to a fixed and floating charge in favour of the bank, together with a limited personal guarantee from Mr J P & Mrs R M Barrett.

9. Provision for liabilities

	31.12.2025		31.03.2025
	£		£
Deferred tax	42,314		0

10. Financial commitments

Commitments

	31.12.2025		31.03.2025
	£		£
Total future minimum lease payments under non-cancellable operating leases	37,637		56,746

11. Related party transactions

Transactions with owners holding a participating interest in the entity

During the period a Shareholder maintained a Loan Account with the company. Advances of £4,635 (March 2025: £nil) and repayments of £nil (March 2025: £nil) were made on this loan. Interest is charged on the loan, when overdrawn, at the HMRC effective rate of interest, if exceeding a balance of £10,000. At the balance sheet date, the Shareholder owed the company £4,635 (March 2025: £nil). The loan is repayable on demand.

Transactions with the entity's directors

Advances

During the period a Director maintained a Director's Loan Account with the company. Advances of £7,805 (March 2025: £nil) and repayments of £nil (March 2025: £nil) were made on this loan. Interest is charged on the loan, when overdrawn, at the HMRC effective rate of interest, if exceeding a balance of £10,000. At the balance sheet date, the Director owed the company £7,805 (March 2025: £nil). The loan is repayable on demand.

12. Events after the Balance Sheet date

In February 2026 the company's share capital was acquired by Valsoft UK Holdings Limited. Valsoft UK Holdings Limited is a subsidiary of the Valsoft group, of which the ultimate parent company is Valsoft Corporation Inc.