REGISTERED NUMBER: 08071879 (England and Wales)

CONGA EUROPE LTD

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

B Kioko

D R Osborne

SECRETARY:

REGISTERED OFFICE:

Framework House

1-3 Church Lane

Snaith

GOOLE

East Yorkshire

DN14 9HN

REGISTERED NUMBER:

08071879 (England and Wales)

SENIOR STATUTORY AUDITOR:

Trevor Mark Rackham

AUDITORS:

Rackham’s Accountants Limited

Chartered Certified Accountants

Registered Auditors

3 Melton Park

Redcliff Road

Melton

East Yorkshire

HU14 3RS

The directors present their strategic report for the year ended 31 January 2026.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties we face.

The turnover in the year is £17,914,974 (2025: £18,541,691) which is a decrease of 3% on 2025. The gross profit margin has increased to 22.9% compared with 22.1% in the prior year. Overall, after taking into consideration an increase in administrative expenses of £267,299 this has led to the operating profit decreasing to £1,457,318 (2025: £1,711,902).

PRINCIPAL RISKS AND UNCERTAINTIES

Financial Risk Management and Policies

The main financial risks of the company relate to foreign exchange and credit (in relation to trade receivables).

Foreign exchange risk

Currency risk management relating to transactional business, if significant, is dealt with through the use of foreign currency accounts.

Credit risk (trade receivables)

The company's credit risk is primarily attributable to trade receivables. The company regularly monitors the creditworthiness of its customers, adjusting credit policies, and limits as needed. The company reviews accounts receivable to estimate the potential of any account being uncollectible and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical collection experience, and other relevant factors. Any accounts that are determined to be uncollectible are included in an allowance for doubtful accounts.The amounts presented in the balance sheet are net of allowances for doubtful debts.

KEY PERFORMANCE INDICATORS

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross profit and operating profit.

MATTERS OF STRATEGIC IMPORTANCE

As for many companies of our size, the business environment in which we operate continues to be challenging given the current global slowdown. With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside of our control. However we will continue to show flexibility and respond to market conditions and opportunities as they arise.

ON BEHALF OF THE BOARD:

B Kioko - Director

31 July 2026

The directors present their report with the financial statements of the company for the year ended 31 January 2026.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2026.

DIRECTORS

The directors set out in the table below have held office during the whole of the period from 1 February 2025 to the date of this report unless otherwise stated.

Other changes in directors holding office are as follows:

M N Goggin - resigned 30.4.2025

D R Osborne - appointed 30.4.2025

The directors shown below were in office at 31 January 2026 but did not hold any interest in the Ordinary shares of 0.1p each at 1 February 2025 (or date of appointment if later) or 31 January 2026.

B Kioko

D R Osborne

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

B Kioko - Director

31 July 2026

Opinion

We have audited the financial statements of Conga Europe Ltd (the 'company') for the year ended 31 January 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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 January 2026 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:

We gained an understanding of the legal and the regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006 and FRS 102, "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

We focused on laws and regulations that could give rise to material misstatement in the financial statements. Our tests included but were not limited to:

agreement of the financial statement disclosures to underlying supporting documentation;

enquiries of management; and

considering the effectiveness of the control environment and monitoring compliance with laws and regulations.

We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the director that represented a risk of material misstatement due to fraud.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Trevor Mark Rackham (Senior Statutory Auditor)

for and on behalf of Rackham’s Accountants Limited

Chartered Certified Accountants

Registered Auditors

3 Melton Park

Redcliff Road

Melton

East Yorkshire

HU14 3RS

31 July 2026

TURNOVER

3

17,914,974

18,541,691

Cost of sales

13,806,232

14,445,664

GROSS PROFIT

4,108,742

4,096,027

Administrative expenses

2,651,424

2,384,125

OPERATING PROFIT

5

1,457,318

1,711,902

Restructuring costs

6

443,452

664,664

1,013,866

1,047,238

Interest receivable and similar income

921

2,321

PROFIT BEFORE TAXATION

1,014,787

1,049,559

Tax on profit

7

261,381

149,115

PROFIT FOR THE FINANCIAL YEAR

753,406

900,444

PROFIT FOR THE YEAR

753,406

900,444

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

753,406

900,444

FIXED ASSETS

Tangible assets

8

168,557

194,385

CURRENT ASSETS

Debtors

9

11,536,190

9,966,195

Cash at bank

181,498

337,609

11,717,688

10,303,804

CREDITORS

Amounts falling due within one year

10

2,423,602

1,788,952

NET CURRENT ASSETS

9,294,086

8,514,852

TOTAL ASSETS LESS CURRENT LIABILITIES

9,462,643

8,709,237

CAPITAL AND RESERVES

Called up share capital

12

1

1

Retained earnings

13

9,462,642

8,709,236

SHAREHOLDERS' FUNDS

9,462,643

8,709,237

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

B Kioko - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2024

1

7,808,792

7,808,793

Changes in equity

Total comprehensive income

-

900,444

900,444

Balance at 31 January 2025

1

8,709,236

8,709,237

Changes in equity

Total comprehensive income

-

753,406

753,406

Balance at 31 January 2026

1

9,462,642

9,462,643

Cash flows from operating activities

Cash generated from operations

1

64,724

463,192

Tax paid

(125,155

)

(270,710

)

Net cash from operating activities

(60,431

)

192,482

Cash flows from investing activities

Purchase of tangible fixed assets

(96,601

)

(144,697

)

Interest received

921

2,321

Net cash from investing activities

(95,680

)

(142,376

)

(Decrease)/increase in cash and cash equivalents

(156,111

)

50,106

Cash and cash equivalents at beginning of year

2

337,609

287,503

Cash and cash equivalents at end of year

2

181,498

337,609

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Profit before taxation

1,014,787

1,049,559

Depreciation charges

122,428

94,444

Deferred tax

-

(13,961

)

Finance income

(921

)

(2,321

)

1,136,294

1,127,721

Increase in trade and other debtors

(1,563,537

)

(930,629

)

Increase in trade and other creditors

491,967

266,100

Cash generated from operations

64,724

463,192

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 January 2026

31.1.26

1.2.25

£

£

Cash and cash equivalents

181,498

337,609

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

337,609

287,503

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank

337,609

(156,111

)

181,498

337,609

(156,111

)

181,498

Total

337,609

(156,111

)

181,498

1.	STATUTORY INFORMATION

Conga Europe Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

Straight line over 3 years

Computer equipment

-

Straight line over 3 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2026

2025

£

£

United States of America

17,914,974

18,541,691

17,914,974

18,541,691

4.	EMPLOYEES AND DIRECTORS

2026

2025

£

£

Wages and salaries

11,228,840

11,575,956

Social security costs

1,700,498

1,513,398

12,929,338

13,089,354

The average number of employees during the year was as follows:

2026

2025

Sales and marketing

89

96

2026

2025

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2026

2025

£

£

Depreciation - owned assets

122,429

94,444

Auditors' remuneration

11,300

10,900

Foreign exchange differences

(116,171

)

(3,562

)

6.	EXCEPTIONAL ITEMS

2026

2025

£

£

Restructuring costs

(443,452

)

(664,664

)

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2026

2025

£

£

Current tax:

UK corporation tax

267,838

135,154

Deferred tax

(6,457

)

13,961

Tax on profit

261,381

149,115

8.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 February 2025

125

332,416

332,541

Additions

-

96,601

96,601

Disposals

-

(83,044

)

(83,044

)

At 31 January 2026

125

345,973

346,098

DEPRECIATION

At 1 February 2025

125

138,031

138,156

Charge for year

-

122,429

122,429

Eliminated on disposal

-

(83,044

)

(83,044

)

At 31 January 2026

125

177,416

177,541

NET BOOK VALUE

At 31 January 2026

-

168,557

168,557

At 31 January 2025

-

194,385

194,385

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Amounts owed by group undertakings

5,956,154

4,230,309

Other debtors

5,309,278

5,407,634

VAT

33,057

30,596

Deferred tax asset

97,949

91,492

Prepayments and accrued income

139,155

205,567

Deposits

597

597

11,536,190

9,966,195

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade creditors

59,088

26,053

Tax

93,292

(49,391

)

Accruals and deferred income

2,271,222

1,812,290

2,423,602

1,788,952

11.	DEFERRED TAX

£

Balance at 1 February 2025

(91,492

)

Accelerated capital allowances

(6,457

)

Balance at 31 January 2026

(97,949

)

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

1,000

Ordinary

0.1p

1

1

13.

RESERVES

Retained

earnings

£

At 1 February 2025

8,709,236

Profit for the year

753,406

At 31 January 2026

9,462,642

14.	ULTIMATE PARENT COMPANY

Project Everest Ultimate Parent, LLC (incorporated in USA ) is regarded by the directors as being the company's ultimate parent company.