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Registered number: 09794290 ASTOUND COMMERCE LTD. ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
ASTOUND COMMERCE LTD. COMPANY INFORMATION
Directors | O A Jabbour
| E L Sahota
| W M Donlan
Company secretary | O A Jabbour CSC CLS (UK) Limited
Registered number | 09794290
Registered office | 74 Rivington St
| London
| England
| EC2A 3AY
Independent auditor | Nortons Assurance Limited
| Statutory Auditor
| Second Floor
| NOW Building
| Thames Valley Park
| Reading
| Berkshire
| RG6 1RB
ASTOUND COMMERCE LTD. CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditor's Report | 5 - 8
Profit and Loss Account | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Analysis of Net Debt | 13
Notes to the Financial Statements | 14 - 31
ASTOUND COMMERCE LTD. STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the Strategic Report of Astound Commerce LTD. (the “Company”) for the year ended 31 December 2025, including an assessment of the risks affecting the Company.
Business review
Astound Commerce is a Global commerce agency that integrates strategy, technology, creativity, and data-driven insight to deliver tailored digital shopping experiences. The Company's principal activity during the year continued to be the provision of digital services, with a specific focus on supporting ecommerce operations for a diverse client base. Despite ongoing business challenges arising from the current economic and political climate, the Company demonstrated resilience and operational stability maintaining a healthy turnover of £13,043,890 (2024: £18,850,165) but achieved a positive EBITDA of £262,772 (2024: positive EBITDA of £304,618). The Company remains committed to its strategic objectives, focusing on innovation, client satisfaction, and long-term growth through the delivery of high-quality ecommerce solutions during 2025 and beyond. Going concern Management has presented the financial statements on a going concern basis. The Directors are satisfied that Astound Commerce LTD. has stable ongoing recurring managed service revenue and a business pipeline sufficient to support 2026 operations. While discussions to re-finance debt maturing in November 2026 are ongoing, the group has secured written confirmation of financial support for the foreseeable future from its ultimate owners to meet all liabilities as they fall due. Accordingly, the going concern basis remains appropriate.
Principal risks and uncertainties
The Company is subjected to the following risks and uncertainties: Foreign currency risk The Company FX risk is limited to the payment to the nearshore team. Services are purchased in USD and paid in GBP using monthly average conversion rates. Most client's fees are at fixed GBP rates. Credit risk The Company’s activities expose it to credit risk from trade receivables and it has implemented strong controls to manage and mitigate this risk. Liquidity risk To ensure that the Company maintains sufficient liquidity to fund its operations it manages and ensures that all necessary funds are available.
Financial key performance indicators
The Company’s key performance indicators are revenue, gross profit, and EBITDA. Revenue decreased by 31% and EBITDA by 14%, gross profit remained strong, declining by 43%. Page 1
ASTOUND COMMERCE LTD. STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 This report was approved by the board and signed on its behalf.
O A Jabbour Director
Date: 17 July 2026
Page 2
ASTOUND COMMERCE LTD. DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙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 to 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.
Business review
The loss for the year, after taxation, amounted to £115,114 (2024 - profit £61,946).
Directors
The directors who served during the year were:
J Collazo (resigned 1 May 2026)
O A Jabbour
E L Sahota
W M Donlan
Matters covered in the Strategic Report
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by the The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies. Page 3
ASTOUND COMMERCE LTD. DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
O A Jabbour Director
Date: 17 July 2026
Page 4
ASTOUND COMMERCE LTD. INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASTOUND COMMERCE LTD.
Opinion
We have audited the financial statements of Astound Commerce LTD. (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, the Analysis of Net Debt, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of 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 31 December 2025 and of its loss 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 United Kingdom, including the Financial Reporting Council'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.
Emphasis of matter in relation to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the group is currently in discussions with re-financing their debt, which is due to mature in November 2026. However, at the date of approval of these financial statements these discussions are ongoing. The group have obtained written confirmation from the ultimate owners that they will be supported for the foreseeable future to meet any liabilities as they fall due. Our opinion is not modified in respect of this matter.
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. Page 5
ASTOUND COMMERCE LTD. INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASTOUND COMMERCE LTD. (CONTINUED)
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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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. Page 6
ASTOUND COMMERCE LTD. INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASTOUND COMMERCE LTD. (CONTINUED)
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: The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows: ∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK. ∙We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. ∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. ∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Page 7
ASTOUND COMMERCE LTD. INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASTOUND COMMERCE LTD. (CONTINUED)
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. Anthony Campbell (Senior Statutory Auditor) for and on behalf of Nortons Assurance Limited Statutory Auditor Second Floor NOW Building Thames Valley Park Reading Berkshire RG6 1RB 20 July 2026 Page 8
ASTOUND COMMERCE LTD. PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
| £ | £
Turnover | 4 | 13,043,890 | 18,850,165
Cost of sales |  | (10,304,967) | (14,022,966)
Gross profit |  | 2,738,923 | 4,827,199
Administrative expenses |  | (2,847,691) | (4,502,473)
Operating (loss)/profit | 5 | (108,768) | 324,726
Interest receivable and similar income | 9 | 12,193 | -
(Loss)/profit before tax |  | (96,575) | 324,726
Tax on (loss)/profit | 10 | (18,539) | (262,780)
(Loss)/profit for the year |  | (115,114) | 61,946
There are no items of other comprehensive income for 2025 or 2024 other than the (loss)/profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 14 to 31 form part of these financial statements.
Page 9
ASTOUND COMMERCE LTD. REGISTERED NUMBER: 09794290 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 7,581 |  | 10,257
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 8,778,350 |  | 7,182,052 |
Cash at bank and in hand | 13 | 2,067,302 |  | 3,514,215 |
|  | 10,845,652 |  | 10,696,267 |
Creditors: amounts falling due within one year | 14 | (1,743,729) |  | (1,480,143) |
Net current assets |  |  | 9,101,923 |  | 9,216,124
Total assets less current liabilities |  |  | 9,109,504 |  | 9,226,381
Provisions for liabilities |  |  |  |  |
Deferred tax | 16 |  | - |  | (1,763)
Net assets |  |  | 9,109,504 |  | 9,224,618
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 100 |  | 100
Profit and loss account | 18 |  | 9,109,404 |  | 9,224,518
|  |  | 9,109,504 |  | 9,224,618
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
O A Jabbour
Director
Date: 17 July 2026
The notes on pages 14 to 31 form part of these financial statements. Page 10
ASTOUND COMMERCE LTD. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 100 | 9,162,572 | 9,162,672
Comprehensive income for the year |  |  |
Profit for the year | - | 61,946 | 61,946
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 61,946 | 61,946
At 1 January 2025 | 100 | 9,224,518 | 9,224,618
Comprehensive income for the year |  |  |
Loss for the year | - | (115,114) | (115,114)
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | (115,114) | (115,114)
At 31 December 2025 | 100 | 9,109,404 | 9,109,504
| The notes on pages 14 to 31 form part of these financial statements.
Page 11
ASTOUND COMMERCE LTD. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (115,114) | 61,946
Adjustments for: |  |
Depreciation of tangible assets | 6,634 | 11,869
Taxation charge | 18,539 | 262,780
Decrease in debtors | 174,050 | 556,014
Increase/(decrease) in creditors | 471,895 | (346,701)
(Decrease) in amounts owed to groups | (2,128,195) | (182,451)
Corporation tax received | 129,236 | 533,578
Net cash generated from operating activities | (1,442,955) | 897,035
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (4,049) | (9,255)
Disposal of tangible fixed assets | 91 | 2,714
Net cash from investing activities | (3,958) | (6,541)
Cash flows from financing activities |  |
Loss on investments in subsidiary | - | 63,362
Net cash used in financing activities | - | 63,362
Net (decrease)/increase in cash and cash equivalents | (1,446,913) | 953,856
Cash and cash equivalents at beginning of year | 3,514,215 | 2,560,359
Cash and cash equivalents at the end of year | 2,067,302 | 3,514,215
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,067,302 | 3,514,215
| 2,067,302 | 3,514,215
Page 12
ASTOUND COMMERCE LTD. ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 3,514,215 | (1,446,913) | 2,067,302
| 3,514,215 | (1,446,913) | 2,067,302
The notes on pages 14 to 31 form part of these financial statements.
Page 13
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Astound Commerce Ltd (the Company) is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is 74 Rivington St., London, United Kingdom, EC2A 3AY. The principal activity of the Company in the year under review was that of business and domestic software development, and the provision of marketing services to the parent company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have considered the Company's stable revenue streams, strong retained earnings, and healthy cash position. While the group is currently in discussions to re-finance debt maturing in November 2026, the Company has secured written confirmation of continued financial support for the foreseeable future from its ultimate owners to meet all liabilities as they fall due. Consequently, the directors have not identified any material uncertainties that cast significant doubt on the Company's ability to continue as a going concern, and the accounts have been prepared on a going concern basis.
| 2.3 | Exemption from preparing consolidated financial statements
The Company has taken advantage of the exemption from preparing consolidated financial statements under Section 401 of the Companies Act 2006, as it is included in the consolidated financial statements of its ultimate parent company, which is established outside the United Kingdom. Page 14
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
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. The following criteria must also be met before revenue is recognised: Rendering of services Revenue 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. Turnover also represents amounts charged under a sales and marketing agreement, which is recognised when costs are incurred.
| 2.5 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 20% |
|  |  |  | Office equipment | - | 20% |
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 15
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.9 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Basic 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 the deduction of all its liabilities. Page 16
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.11 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to nearest whole £. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 17
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Cash-settled share options are measured at fair value, with a liability recognised over the vesting period based on the number of awards expected to vest. The liability is remeasured at each reporting date until settlement, with changes recognised in profit or loss.
| 2.13 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.14 | Pensions
Defined contribution pension plan 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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.15 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 18
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.17 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the company’s accounting policies. Due to the nature of the business of Astound Commerce Ltd, the directors deem there to be no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements. Page 19
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| External revenue | 11,356,051 | 13,724,376
| Intercompany revenue | 1,687,839 | 5,125,789
|  | 13,043,890 | 18,850,165
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 9,614,329 | 12,283,925
| Rest of Europe | 820,384 | 945,127
| Rest of the World | 2,609,177 | 5,621,113
|  | 13,043,890 | 18,850,165
5. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation | 6,634 | 11,869
| Exchange differences | 24,993 | 65,938
| Other operating lease rentals | 328,185 | 326,086
| Loss on sale of tangible assets | 91 | 2,714
| Loss on disposal of subsidiary | - | 769,040
| Share-based payment expense | (23,819) | 188,410
Page 20
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 17,800 | 17,800
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
7. | Employees
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,759,195 | 4,330,941
| Social security costs | 490,573 | 490,515
| Cost of defined contribution scheme | 197,837 | 234,362
|  | 4,447,605 | 5,055,818
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 5 | 6
|  | Marketing | 1 | 1
|  | Sales | 8 | 11
|  | Professional Services | 19 | 23
|  | Directors | 1 | 1
|  |  | 34 | 42
Page 21
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 308,696 | 356,646
| Company contributions to defined contribution pension schemes | 15,490 | 16,505
|  | 324,186 | 373,151
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £308,696 (2024 - £356,646).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,490 (2024 - £16,505).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 12,193 | -
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 8,548 | 324,516
| Adjustments in respect of previous periods | 31,760 | (66,775)
| Total current tax | 40,308 | 257,741
| Deferred tax |  |
| Origination and reversal of timing differences | (21,769) | 5,039
| Total deferred tax | (21,769) | 5,039
| Tax on (loss)/profit | 18,539 | 262,780
Page 22
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (96,575) | 324,726
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (24,144) | 81,182
| Effects of: |  |
| Capital allowances for year in excess of depreciation | 373 | 597
| Adjustments to tax charge in respect of prior periods | 31,760 | (66,775)
| Other timing differences leading to an increase (decrease) in taxation | 16,760 | 195,634
| Effect of share based payments | (5,955) | 47,103
| Other differences leading to an increase (decrease) in the tax charge | (255) | 5,039
| Total tax charge for the year | 18,539 | 262,780
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 23
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tangible fixed assets
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 1,358 | 20,450 | 21,808
| Additions | - | 4,049 | 4,049
| Disposals | - | (9,480) | (9,480)
| At 31 December 2025 | 1,358 | 15,019 | 16,377
| Depreciation |  |  |
| At 1 January 2025 | 906 | 10,645 | 11,551
| Charge for the year on owned assets | 271 | 6,363 | 6,634
| Disposals | - | (9,389) | (9,389)
| At 31 December 2025 | 1,177 | 7,619 | 8,796
| Net book value |  |  |
| At 31 December 2025 | 181 | 7,400 | 7,581
| At 31 December 2024 | 452 | 9,805 | 10,257
Page 24
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,464,154 | 2,635,034
| Amounts owed by group undertakings | 6,207,022 | 4,287,885
| Prepayments and accrued income | 87,168 | 90,338
| Tax recoverable | - | 168,795
| Deferred taxation | 20,006 | -
|  | 8,778,350 | 7,182,052
| Amounts owed by group undertakings are interest free and repayable on demand.
13. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 2,067,302 | 3,514,215
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 148,132 | 276,976
| Amounts owed to group undertakings | 211,682 | 420,740
| Corporation tax | 749 | -
| Other taxation and social security | 464,275 | 274,111
| Other creditors | 248,973 | 83,244
| Accruals and deferred income | 669,918 | 425,072
|  | 1,743,729 | 1,480,143
| Amounts owed to group undertakings are interest free and repayable on demand.
Page 25
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 2,067,302 | 3,514,215
| Financial assets that are debt instruments measured at amortised cost | 8,671,176 | 6,887,790
|  | 10,738,478 | 10,402,005
| Financial liabilities |  |
| Financial liabilities measured at fair value through profit or loss | 1,278,705 | (1,206,032)
16. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (1,763) | 3,276
| Charged to profit or loss | 21,769 | (5,039)
| At end of year | 20,006 | (1,763)
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (1,557) | (1,929)
| Other | 21,563 | 166
|  | 20,006 | (1,763)
| The amount expected reverse in the next 12 months is £3,834 (2024: £1,888).
Page 26
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024 - 100) Ordinary A Shares shares of £1.00 each | 100 | 100
18. | Reserves
Profit and loss account The profit and loss account includes all current and prior year retained profits and losses.
19. | Share-based payments
| On 6 June 2021, the Board of Managers approved the adoption of the Company's ultimate parent, "Astound Commerce Holdings, LLC", 2021 Stock Incentive Plan to provide for the grant of equity-based awards to employees, executives and consultants. No awards may be granted under the 2021 plan after the date that is ten years from the date of the stockholder approval. An aggregate of 23,194,801 units were initially reserved for issuance in connection with the awards grants under the 2021 Plan. The fair value of stock options granted were calculated using the Black-Scholes valuation method. Compensation costs associated with certain of the Company's common unit options are recognised, based on the grant-date fair values of these options, over the requisite service period, or vesting period. During the year ended 2024, the Company modified the terms of its outstanding stock option agreements. Prior to the modification, the option agreements required the holder to be employed at the time of an exit transaction in order to realize any value from the options. As a result, no stock-based compensation expense had been previously recognized. Effective October 2024, the Board of Managers authorized changes to align the agreement terms with the Company’s original intent, allowing employees to: • Vest in their options over time, and • Exercise vested options at any time during employment or within 90 days following termination (provided termination was not for cause). These modifications increased the likelihood that the options would be exercised. In accordance with ASC 718, the Company measured the fair value of the modified awards on the modification date and in 2024 recognised a cumulative catch-up stock-based compensation expense of $238,320 in the statement of operations. This amount represents the total fair value of the modified options, as no previous expense had been recorded under the original terms. As of 2025, the total unrecognised compensation cost related to non-vested options is $3,328.
Page 27
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 19.Share-based payments (continued)
| The number and weighted average exercised price of share options during the year are as follows:
|  | Weighted average exercise price (pence) 2025 | Number 2025 | Weighted average exercise price (pence) 2024 | Number 2024
| Outstanding at the beginning of the year | 0.99 | 1,159,610 | 0.99 | 1,159,610
| Cancelled during the year | 0.99 | (370,300) | - | -
| Outstanding at the end of the year | 0.99 | 789,310 | 0.99 | 1,159,610
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Equity-settled schemes | (23,819) | 188,410
20. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £197,837 (2024 - £234,362) . Contributions totalling £25,719 (2024 - £nil) were payable to the fund at the balance sheet date.
21. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 333,600 | 244,647
| Later than 1 year and not later than 5 years | 83,400 | -
|  | 417,000 | 244,647
Page 28
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Related party transactions
Astound Commerce GmbH [Germany] A fellow group company. Turnover of £287,547 (2024: £88,926) was charged to Astound Commerce GmbH for services provided and purchases of £56,451 (2024: £37,460) were made from Astound Commerce GmbH. Net amounts totalling £107,358 (2024: £73,693) were received during the year. An exchange gain of £9,132 (2024: loss of £1,825) was recognised in the year on the sales and purchases. Amounts due from the related party at the balance sheet date were £94,998 (2024: due to £19,608). Astound Commerce LLC [Ukraine] A fellow group company. Purchases of £3,013,381 (2024: £3,800,536) were made from Astound Commerce LLC. Net amounts totalling £3,202,488 (2024: £5,262,058) were paid during the year. Amounts due to the related party at the balance sheet date were £160,796 (2024: £349,903). Astound Commerce SRO [Slovakia] A fellow group company. Purchases of £220,870 (2024: £231,448) were made from Astound Commerce SRO. Net amounts totalling £219,733 (2024: £223,075) were paid during the year. Amounts due to the related party at the balance sheet date were £16,996 (2024: £15,859). Astound Commerce EEOD [Bulgaria LLC] A fellow group company. Purchases of £101,822 (2024: £197,001) were made from Astound Commerce EEOD. Net amounts totalling £107,411 (2024: £195,340) were paid during the year. Amounts due to the related party at the balance sheet date were £4,643 (2024: £10,233). Astound Commerce SAS [Colombia] A fellow group company. Purchases of £2,482 (2024: £35,565) were made from Astound Commerce SAS. Net amounts totalling £3,409 (2024: £42,552) were paid during the year. Amounts due to the related party at the balance sheet date were £148 (2024: £1,074). Page 29
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Related party transactions (continued) Astound DWC-LLC [UAE] A wholly owned subsidiary of the Company (dissolved in 2024). A short term loan of £nil (2024: £nil) was made to Astound DWC-LLC. During 2024, Astound DWC-LLC was dissolved, with outstanding amounts of £705,678 written off in the prior year. An exchange gain of £nil (2024: gain of £14,432) was recognised during the year. Amounts due to Astound Commerce Limited at the balance sheet date were £nil (2024: £nil). Astound Commerce Corporation [USA] A fellow group company. Turnover of £746,383 (2024: £52,342) and purchases of £51,738 (2024: £567,183) were made from Astound Commerce Corporation. Net amounts totalling £2,844,575 (2024: £846,606) were paid during the year. Amounts due from the related party at the balance sheet date were £3,037,627 (2024: £1,237,307). Astound GS Corporation [USA] A fellow group company. Turnover of £653,909 (2024: £5,036,442) and purchases of £3,453,258 (2024: £5,705,370) were made from Astound GS Corporation. Net amounts totalling £1,060,000 (2024: £nil) were paid during the year. An exchange loss of £450 (2024: loss of £92). Amounts due to the related party at the balance sheet date were £nil (2024: £nil). Astound Commerce Holdings, LLC A fellow group company. Stock options issued on behalf of Astound Commerce Limited of £8,068 were recognised in the year (2024: £188,410). Amounts due to Astound Commerce Limited at the balance sheet date were £3,074,397 (2024: £3,050,578). Astound Commerce India Private Limited (India) A fellow group company. Purchases of £380,867 (2024: £184,982) were made from Astound Commerce India Private Limited. Net amounts totalling £369,406 (2024: £177,771) were paid during the year. Amounts due to the related party at the balance sheet date were £29,099 (2024: £17,638). Astound Commerce E-Commerce JCS (Turkey) A fellow group company. Purchases of £nil (2024: £1,758) were made from Astound Commerce E-Commerce JCS. Net amounts totalling £nil (2024: £2,740) were paid during the year. Amounts due to the related party at the balance sheet date were £nil (2024: £nil). Page 30
ASTOUND COMMERCE LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Related party transactions (continued) Astound Commerce Inc (Canada) A fellow group company. Purchases of £10,348 (2024: £6,391) were made from Astound Commerce Inc (Canada). Net amounts totalling £16,733 (2024: £nil) were paid during the year. Amounts due to the related party at the balance sheet date were £nil (2024: £6,425).
23. | Controlling party
The immediate parent company and ultimate controlling party for the year under review was Astound Holding Corporation incorporated and registered at 945 E. Paces Ferry Road, Suite 2075, Atlanta, Georgia 30326. Astound Holding Corporation is both the smallest and largest group of which Astound Commerce Limited is a member and for which group accounts are prepared.
Page 31