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DIRECT SOFTWARE LIMITED

Registered Number
SC586179
(Scotland)

Unaudited Financial Statements for the Year ended
31 January 2026

DIRECT SOFTWARE LIMITED
Company Information
for the year from 1 February 2025 to 31 January 2026

Directors | K P A, BAKER
| R D P, BAKER

Company Secretary | SIVES, Deirdra Ann, Dr

Registered Address | 53 Bothwell Street
| Glasgow
| G2 6TS

Registered Number | SC586179 (Scotland)

DIRECT SOFTWARE LIMITED
Balance Sheet as at
31 January 2026

| Notes | 2026 |  | 2025
--- | --- | --- | --- | ---
|  | £ |  | £ |  | £ |  | £
Fixed assets |  |  |  |  |  |  |  |
Tangible assets | 3 |  |  | 4,152 |  |  |  | 5,596
|  |  |  | 4,152 |  |  |  | 5,596
Current assets |  |  |  |  |  |  |  |
Debtors | 4 | 168,534 |  |  |  | 71,489 |  |
Cash at bank and on hand |  | 439,857 |  |  |  | 653,759 |  |
|  | 608,391 |  |  |  | 725,248 |  |
Creditors amounts falling due within one year | 5 | (211,518) |  |  |  | (141,475) |  |
Net current assets (liabilities) |  |  |  | 396,873 |  |  |  | 583,773
Total assets less current liabilities |  |  |  | 401,025 |  |  |  | 589,369
Creditors amounts falling due after one year | 6 |  |  | (1,481) |  |  |  | (868,330)
Provisions for liabilities | 7 |  |  | (11,850) |  |  |  | (15,463)
Accruals and deferred income |  |  |  | (12,403) |  |  |  | (2,702)
Net assets |  |  |  | 375,291 |  |  |  | (297,126)
Capital and reserves |  |  |  |  |  |  |  |
Called up share capital |  |  |  | 204 |  |  |  | 204
Share premium |  |  |  | 9,418 |  |  |  | 9,418
Other reserves |  |  |  | 826,440 |  |  |  | 8,070
Profit and loss account |  |  |  | (460,771) |  |  |  | (314,818)
Shareholders' funds |  |  |  | 375,291 |  |  |  | (297,126)

- The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
- The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
- The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
- These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
- The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 4 August 2026, and are signed on its behalf by:
K P A, BAKER Director
R D P, BAKER Director Registered Company No. SC586179

DIRECT SOFTWARE LIMITED
Notes to the Financial Statements
for the year ended 31 January 2026

1. | Accounting policies
--- | ---

| Statutory information
--- | ---
| The company is a private company limited by shares and registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

| Statement of compliance
--- | ---
| The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

| Basis of preparation
--- | ---
| The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).

| Functional and presentation currency
--- | ---
| The financial statements are presented in sterling and this is the functional currency of the company.

| Going concern
--- | ---
| The financial statements have been prepared on a going concern basis. In assessing whether this is appropriate, the directors have considered the Company's financial position for a period of at least 12 months from the date of approval of these financial statements. As set out in the judgements note above, the balance sheet reflects the assumption that two convertible loan notes converted to Preference Shares on 30 October 2025; on this basis the Company had net assets of £368,291 at the year end and cash reserves of £439,857. Were the supporting documentation for that conversion not to be obtained, the notes would instead remain financial liabilities of approximately £818,370, due on demand, which would result in the Company reporting net liabilities at the balance sheet date. Having regard to correspondence with the noteholder, the directors consider it appropriate to prepare the financial statements on a going concern basis.

| Judgements and key sources of estimation uncertainty
--- | ---
| Two convertible loan notes issued to GSV Investors II, LP (October 2023 and December 2024, with a combined liability carrying value of £825,165 at 1 February 2025) reached their contractual Maturity Date of 30 October 2025 during the year. Under the terms of the loan instruments, the notes convert into a newly created class of Preference Shares in the Company at the Maturity Date only upon a written election given by the Holder before that date. As at the date these financial statements were approved, no such election had been made. The directors have instructed that these financial statements be prepared on the basis that the notes will nonetheless be treated as converted to Preference Shares on 30 October 2025, in anticipation of a formal election being made by the Holder in due course. This is a significant accounting judgement made in the absence of the underlying event having yet occurred: no Companies House filing evidencing a new share allotment has been made, and no supporting documentation (the Holder's written election, board resolution, or updated share register) is currently available. Were the election ultimately not to be made, both notes would instead remain financial liabilities, due on demand, carrying additional accrued interest and foreign exchange movement beyond what is reflected below, and the balance sheet position presented would need to be revised. On this basis, the liability component of the two notes (translated at the HMRC average exchange rate for October 2025 of $1.3647:£1) of £818,370 was transferred to other reserves as shares to be issued, pending completion of allotment. Interest of £50,043 was charged to profit or loss for the period to 30 October 2025, together with a foreign exchange gain of £56,837 arising on retranslation of the notes between 31 January 2025 and the Maturity Date. A third note, issued to Scout Fund VII (April 2024, sterling-denominated), remains outstanding and unconverted at 31 January 2026 and is not affected by this judgement.

| Revenue from rendering of services
--- | ---
| Revenue from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

| Employee benefits
--- | ---
| Contributions to defined contribution plans are expensed in the period to which they relate.

| Foreign currency translation
--- | ---
| Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

| Tangible fixed assets and depreciation
--- | ---
| Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:

|  | Straight line (years)
| Office Equipment | 3

| Investments
--- | ---
| Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

| Financial instruments
--- | ---
| Convertible loan notes are compound financial instruments comprising a liability component and an equity component. At the date of issue, the liability component is measured at the present value of the contractual cash flows discounted at the market rate of interest for an equivalent non-convertible instrument, and is subsequently carried at amortised cost using the effective interest method. The residual amount is recognised in equity and is not subsequently remeasured. Where a note is denominated in a currency other than sterling, the liability component is a monetary item and is retranslated at each reporting date, and at settlement or conversion, at the relevant closing rate of exchange, with the difference recognised in profit or loss. Where a compound instrument converts into equity instruments of the Company in accordance with its original contractual terms, the liability component is derecognised at its carrying amount at the date of conversion and recognised directly in equity; no gain or loss is recognised on the conversion itself.

2. | Average number of employees
--- | ---

|  | 2026 |  | 2025
| Average number of employees during the year | 3 |  | 3

3. | Tangible fixed assets
--- | ---

|  | Office Equipment |  | Total
--- | --- | --- | --- | ---
|  | £ |  | £
| Cost or valuation
| At 01 February 25 | 20,201 |  | 20,201
| Additions | 1,970 |  | 1,970
| At 31 January 26 | 22,171 |  | 22,171
| Depreciation and impairment
| At 01 February 25 | 14,605 |  | 14,605
| Charge for year | 3,414 |  | 3,414
| At 31 January 26 | 18,019 |  | 18,019
| Net book value
| At 31 January 26 | 4,152 |  | 4,152
| At 31 January 25 | 5,596 |  | 5,596

4. | Debtors: amounts due within one year
--- | ---

|  | 2026 |  | 2025
--- | --- | --- | --- | ---
|  | £ |  | £
| Trade debtors / trade receivables | 133,543 |  | 4,705
| Amounts owed by group undertakings | - |  | 41,210
| Other debtors | 9,234 |  | 1,760
| Prepayments and accrued income | 25,757 |  | 23,814
| Total | 168,534 |  | 71,489

5. | Creditors: amounts due within one year
--- | ---

|  | 2026 |  | 2025
--- | --- | --- | --- | ---
|  | £ |  | £
| Trade creditors / trade payables | 34,588 |  | 39,213
| Bank borrowings and overdrafts | 10,200 |  | 10,200
| Amounts owed to related parties | 49,365 |  | -
| Convertible loans | 34,730 |  | -
| Taxation and social security | 7,070 |  | 4,751
| Other creditors | 27,761 |  | 27,672
| Accrued liabilities and deferred income | 47,804 |  | 59,639
| Total | 211,518 |  | 141,475

| Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

6. | Creditors: amounts due after one year
--- | ---

|  | 2026 |  | 2025
--- | --- | --- | --- | ---
|  | £ |  | £
| Bank borrowings and overdrafts | 1,481 |  | 11,227
| Convertible loans | - |  | 857,103
| Total | 1,481 |  | 868,330

7. | Provisions for liabilities
--- | ---
| The Company has recognised a provision for doubtful debts of £11,850, calculated at 1.5% of monthly sales revenue, net of bad debts recognised and written off during the year.

|  | 2026 |  | 2025
--- | --- | --- | --- | ---
|  | £ |  | £
| Other provisions | 11,850 |  | 15,463
| Total | 11,850 |  | 15,463

8. | Related party transactions
--- | ---
| The Company transacts with Allegrow Inc, a company under common control. During the year, certain US sales income was received by the Company on behalf of Allegrow Inc; this income has been recognised in the books of Allegrow Inc, with a corresponding adjustment removing it from the Company's results, giving rise to an intercompany balance. At 31 January 2026, the Company owed £49,365 to Allegrow Inc (2025: the Company was owed £41,210 by Allegrow Inc) in respect of this and other intercompany transactions.