Company Registration No. 05291675 (England and Wales)
D-FINE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2026
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
D-FINE LIMITED
CONTENTS
Page
Company information
1
Directors' report
2 - 3
Independent auditor's report
4 - 8
Statement of comprehensive income
9
Balance sheet
10 - 11
Statement of changes in equity
12
Notes to the financial statements
13 - 28
D-FINE LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr. W. Pleyer
Dr. R. Warne
Dr. K. Schrenk
(Appointed 1 July 2026)
Secretary
Mr. W. Pleyer
Company number
05291675
Registered office
5th Floor
14 Aldermanbury Square
London
EC2V 7HR
Auditor
Verallo
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
D-FINE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2026
- 2 -

The directors present their annual report and financial statements for the year ended 30 June 2026.

Principal activities

The principal activity of the company continued to be that of the provision of IT, risk management and financial consultancy services.

Results and dividends

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

Ordinary dividends were paid amounting to £573,000. The directors do not recommend payment of a final dividend.

Directors

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

Mr. W. Pleyer
Dr. R. Warne
Dr. K. Schrenk
(Appointed 1 July 2026)
Auditor

Verallo were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101). 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;

- state whether applicable UK Accounting Standards including FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

D-FINE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Dr. R. Warne
Director
3 August 2026
D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF D-FINE LIMITED
- 4 -
Opinion

We have audited the financial statements of d-fine Limited (the 'company') for the year ended 30 June 2026 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 June 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 the date of approval of the financial statements.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company’s ability to continue as a going concern.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 5 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has 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 identifie d material misstatements in the directors' r eport.

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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 6 -
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.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- identify and assess the risks of material misstatement of the entity’s financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

- obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control;

- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;

- conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s or the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern; and

- evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (i.e. gives a true and fair view).

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

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 its management.

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

Our approach was as follows:

- we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;

- we considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 101 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- we considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- we communicated identified laws and regulations throughout our team and remained alert to any indications of non-​compliance throughout the audit;

- we considered the procedures and 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.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit/. This description forms part of our auditor’s report.

D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 8 -

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.

Michelle Hewitt-Dutton FCCA (Senior Statutory Auditor)
For and on behalf of Verallo
Statutory Auditor
Office: Henley-on-Thames
4 August 2026
D-FINE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2026
- 9 -
2026
2025
Notes
£
£
Turnover
3
12,663,207
7,740,309
Cost of sales
(10,624,936)
(5,703,224)
Gross profit
2,038,271
2,037,085
Administrative expenses
(821,217)
(884,454)
Other operating income
115,106
12,601
Operating profit
4
1,332,160
1,165,232
Interest receivable and similar income
8
3,555
4,654
Interest payable and similar expenses
9
(7,335)
(13,401)
Profit before taxation
1,328,380
1,156,485
Tax on profit
10
(336,979)
(295,843)
Profit and total comprehensive income for the financial year
21
991,401
860,642

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 28 form part of these financial statements
D-FINE LIMITED
BALANCE SHEET
AS AT
30 JUNE 2026
30 June 2026
- 10 -
2026
2025
Notes
£
£
£
£
Fixed assets
Right of use asset
12
126,792
253,585
Tangible fixed assets
13
45,112
85,587
171,904
339,172
Current assets
Debtors
14
3,620,831
1,947,672
Cash at bank and in hand
2,094,424
1,339,214
5,715,255
3,286,886
Creditors: amounts falling due within one year
Creditors
15
2,728,549
1,151,461
Taxation and social security
772,993
348,566
Lease liabilities
16
156,981
150,581
3,658,523
1,650,608
Net current assets
2,056,732
1,636,278
Total assets less current liabilities
2,228,636
1,975,450
Creditors: amounts falling due after more than one year
16
(6,398)
(163,379)
Provisions for liabilities
Deferred tax liabilities
17
-
0
(9,133)
Other provisions
18
(69,063)
(68,164)
Net assets
2,153,175
1,734,774
Capital and reserves
Called up share capital
20
501,000
501,000
Profit and loss reserves
21
1,652,175
1,233,774
Total equity
2,153,175
1,734,774
D-FINE LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2026
30 June 2026
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 3 August 2026 and are signed on its behalf by:
Dr. R. Warne
Director
Company Registration No. 05291675
The notes on pages 13 to 28 form part of these financial statements
D-FINE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 July 2024
501,000
1,003,132
1,504,132
Year ended 30 June 2025:
Profit and total comprehensive income for the year
-
860,642
860,642
Dividends
11
-
(630,000)
(630,000)
Balance at 30 June 2025
501,000
1,233,774
1,734,774
Year ended 30 June 2026:
Profit and total comprehensive income for the year
-
991,401
991,401
Dividends
11
-
(573,000)
(573,000)
Balance at 30 June 2026
501,000
1,652,175
2,153,175
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
- 13 -
1
Accounting policies
Company information

d-fine Limited (05291675) is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, 14 Aldermanbury Square, London, EC2V 7HR.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the following disclosure exemptions as permitted by FRS 101 "Reduced Disclosure Framework":

- the requirements of IFRS 7 Financial Instruments: Disclosures;

- the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment (iii) paragraph 118 (e) of IAS 38 Intangibles Assets, (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property and (v) paragraph 50 of IAS 41 Agriculture;

- the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

- the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;

- disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date; and

- the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

The financial statements of its parent, d-fine GmbH can be obtained as described in note 2 4.

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover

Revenue comprises consideration receivable for consulting and professional services provided to customers.

Revenue from time and materials contracts is recognised as services are provided to the customer, based on the amount billable under the contractual arrangement.

Revenue from fixed-price contracts is recognised as the relevant performance obligations are satisfied in accordance with the underlying contract. Where performance obligations are satisfied over time, revenue is recognised by reference to the stage of completion at the reporting date. Where performance obligations are satisfied at a point in time, revenue is recognised when control of the agreed deliverable transfers to the customer.

Revenue is measured at the amount of consideration to which the Company expects to be entitled and is stated net of value added tax.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold improvements
Over the lease term
Fixtures and fittings
5 years straight line
Computer equipment
2 years straight line
Right of use asset
Over the lease term

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.5
Cash at bank and in hand

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial assets

Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 15 -
Financial assets at fair value through profit or loss

Financial assets are classified as at FVTPL when the financial asset is held for trading. This is the case if:

- the asset has been acquired principally for the purpose of selling in the near term;

- on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking; or

- it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at FVTPL are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.

Financial assets held at amortised cost

Financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intent and ability to hold to maturity are classified as held to maturity investments.

Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Trade debtors, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.7
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 16 -
Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

- it has been incurred principally for the purpose of selling or repurchasing it in the near term;

- on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking; or

- it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and 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 a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

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

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or fixed assets.

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

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

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 18 -
1.13
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible fixed assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.14
Grants

Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 19 -
1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements
Right-of-use assets and lease liabilities

In determining the lease term the company assesses whether it is reasonably certain to exercise, or not to exercise, options to extend or terminate a lease. This assessment is made at the start of the lease and is reassessed if significant events or changes in circumstances occur that are within the lessee's control.

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the company's incremental borrowing rate if not. The company used a rate of 4.25% for its office lease in the calculations based on the estimated rate of interest that they have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain assets of similar value to the right-of-use assets in a similar economic environment.

Make good provision

The Directors have reviewed the estimated cost of restoring the right of use asset to its original condition upon cessation of the lease in June 2027, determining this to be £69,063. This amount is considered to be an estimate and reflects the anticipated expenses required.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
2
Critical accounting estimates and judgements
(Continued)
- 20 -
Accrued income

The Company recognises accrued income in respect of services performed prior to the reporting date where revenue has been recognised but has not yet been invoiced. The measurement of accrued income requires management to estimate the value of work performed at the reporting date and assess the amount of revenue that is expected to be recoverable from customers.

Management applies judgement in determining the stage of completion of fixed-fee engagements, whether performance obligations have been satisfied, and the extent to which an enforceable right to consideration exists at the reporting date. These assessments are based on project budgets, time records, contractual milestones, progress reports and subsequent invoicing.

Due to the judgement involved in assessing the value of work completed and amounts ultimately recoverable, actual outcomes may differ from estimates. A change in management's assessment of project progress, contractual entitlement to payment, or customer acceptance could result in a material adjustment to the carrying value of accrued income in a future period.

At the year end accrued income totalled £1,632,373 (202 5: £ 172,907)

Expected credit loss

The Directors have reviewed the recoverability of debtors at the year end and have determined that no expected credit loss is necessary. This represents the Directors judgement at the year end.

3
Turnover
2026
2025
£
£
Turnover analysed by class of business
Consultancy
12,663,207
7,740,309
2026
2025
£
£
Other significant revenue
Grants received
-
11,230
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
4,412,929
1,039,055
Europe
4,951,170
3,919,194
Rest of the World
3,299,108
2,782,060
12,663,207
7,740,309
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 21 -
4
Operating profit
2026
2025
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
9,668
6,003
Government grants
-
(11,230)
Depreciation of property, plant and equipment
45,404
49,509
(Profit)/loss on disposal of tangible fixed assets
-
498
Depreciation of non wholly owed assets (ROU)
126,793
126,792
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
14,700
14,000
6
Employees

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

2026
2025
Number
Number
Consultancy
33
33

Their aggregate remuneration comprised:

2026
2025
£
£
Wages and salaries
3,319,985
3,093,828
Social security costs
542,375
455,486
Pension costs
174,009
177,992
4,036,369
3,727,306
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 22 -
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
509,997
457,654
Company pension contributions to defined contribution schemes
3,038
19,260
513,035
476,914

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2025 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
Remuneration for qualifying services
499,376
447,373
Company pension contributions to defined contribution schemes
3,038
19,260
8
Interest receivable and similar income
2026
2025
£
£
Interest income
Other interest income
3,555
4,654
9
Interest payable and similar expenses
2026
2025
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other loans
935
-
0
Interest on other financial liabilities:
Interest on lease liabilities
6,400
13,401
Total interest expense
7,335
13,401
10
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
346,112
306,179
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
10
Taxation
2026
2025
£
£
(Continued)
- 23 -
Deferred tax
Origination and reversal of temporary differences
(9,133)
(10,336)
Total tax charge
336,979
295,843

The charge for the year can be reconciled to the profit per the profit and loss account as follows:

2026
2025
£
£
Profit before taxation
1,328,380
1,156,485
Expected tax charge based on a corporation tax rate of 25.00% (2025: 25.00%)
332,095
289,121
Effect of expenses not deductible in determining taxable profit
1,973
2,866
Provisions
2,911
3,856
Taxation charge for the year
336,979
295,843
11
Dividends
2026
2025
2026
2025
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary A
Interim dividend paid
573.00
630.00
573,000
630,000
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 24 -
12
Right of use asset
Right of use asset
£
Cost
At 30 June 2025
633,963
At 30 June 2026
633,963
Amortisation and impairment
At 30 June 2025
380,378
Charge for the year
126,793
At 30 June 2026
507,171
Carrying amount
At 30 June 2026
126,792
At 30 June 2025
253,585

Included within the net book value is £126,792 (202 5 - £253,585) relating to assets held under finance lease contracts. The depreciation charged to the financial statements in the year in respect of such assets amounted to £126,793 (202 5 - £126,792).

13
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 30 June 2025
192,144
4,508
39,448
236,100
Additions
-
0
2,611
2,318
4,929
At 30 June 2026
192,144
7,119
41,766
241,029
Accumulated depreciation and impairment
At 30 June 2025
113,053
2,478
34,982
150,513
Charge for the year
39,546
1,250
4,608
45,404
At 30 June 2026
152,599
3,728
39,590
195,917
Carrying amount
At 30 June 2026
39,545
3,391
2,176
45,112
At 30 June 2025
79,091
2,030
4,466
85,587
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 25 -
14
Debtors
2026
2025
£
£
Trade debtors
1,738,783
1,517,659
Other debtors
94,189
109,118
Prepayments and accrued income
1,787,859
320,895
3,620,831
1,947,672

Trade debtors disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

The directors have included a bad debt allowance of £nil (2025 - £141,533)

The directors have considered the value of expected credit loss, and consider this to be £nil (2025 - £nil), due to its low risk customer base.

15
Creditors
2026
2025
£
£
Trade creditors
82,610
69,193
Amounts owed to fellow group undertakings
423,072
259,358
Accruals and deferred income
2,188,771
790,670
Other creditors
34,096
32,240
2,728,549
1,151,461
16
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2026
2025
£
£
Current liabilities
156,981
150,581
Non-current liabilities
6,398
163,379
163,379
313,960
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
16
Lease liabilities
(Continued)
- 26 -
2026
2025
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
6,400
13,401

The total cash outflow for leases was £156,981 (2025 - £156,981).

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

ACAs
£
Deferred tax liability at 1 July 2024
19,469
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(10,336)
Deferred tax liability at 1 July 2025
9,133
Deferred tax movements in current year
Charge/(credit) to profit or loss
(9,133)
Deferred tax liability at 30 June 2026
-
0

Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.

18
Provisions for liabilities
2026
2025
£
£
Make good provision
69,063
68,164
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
18
Provisions for liabilities
(Continued)
- 27 -
Movements on provisions:
Make good provision
£
At 1 July 2025 and 30 June 2026
69,063

The balance relates to the directors estimate of the cost to make good the right of use asset on cessation of the lease to its original condition in June 2027.

19
Retirement benefit schemes
Defined contribution schemes

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The total costs charged to income in respect of defined contribution plans is £174,009 (2025 - £177,992).

20
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
1,000
1,000
1,000
1,000
Ordinary B of £1 each
500,000
500,000
500,000
500,000
501,000
501,000
501,000
501,000

Ordinary A shares hold full voting, dividend and capital distribution rights.

Ordinary B shares hold dividends rights, but no voting or capital distribution rights.

21
Profit and loss reserves

The retained earnings reserve records all profits and losses of the company.

D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 28 -
22
Other leasing information
Lessee

Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:

2026
2025
£
£
Expense relating to short-term leases
7,299
13,401
23
Events after the reporting date

The directors declared an ordinary dividend amounting to £nil (2025 - £573,000).

24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2026
2025
£
£
Short-term employee benefits
499,376
447,373
Other information

At 30 June 202 6, the company was a wholly owned subsidiary of d-fine GmbH. The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 101 'Reduced Disclosure Framework', not to disclose related party transaction with wholly owned subsidiaries within the group.

25
Controlling party

The parent undertaking of the smallest and largest group of which d-fine Limited is a member and for which group financial statements are prepared is d-fine GmbH, a company incorporated in Germany.

The consolidated financial statements of d-fine GmbH, within which d-fine Limited is included, can be obtained from An der Hauptwache 7, 60313 Frankfurt am Main, Germany.

The directors consider d-fine GmbH to be the company's ultimate parent company.

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