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REGISTERED NUMBER: 09952842 (England and Wales)


















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

SPYROSOFT LTD

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2025




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Cash Flow Statement 14

Notes to the Cash Flow Statement 15

Notes to the Financial Statements 16


SPYROSOFT LTD

COMPANY INFORMATION
for the Year Ended 31 December 2025







DIRECTORS: Spyrosoft S.A.
A D Radcliffe
K Weiske
D Johnson





REGISTERED OFFICE: SmartBase
Target Road
Aviation Park West
Christchurch
Dorset
BH23 6NW





REGISTERED NUMBER: 09952842 (England and Wales)





AUDITORS: PKF Francis Clark
Chartered Accountants
Towngate House
2-8 Parkstone Road
Poole
Dorset
BH15 2PW

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

STRATEGIC REPORT
for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS
The principal activity and purpose of the Company during the year continued to be delivering technology solutions predominantly into the public sector. The Company continued to work across media, finance, geospatial, and other sectors.

The results for the year are set out in the profit and loss account. The company reported a profit after tax for the financial year of £1,503,045 (2024: £561,136) and net assets of £3,491,164 at the balance sheet date (2024: £1,981,373).

The directors monitor the performance of the company using the following Key Performance Indicators:
a) Turnover: £28,741,983 (2024: £16,940,640)
b) Gross profit: £4,575,495 (2024: £2,168,358)
c) Operating profit: £1,975,989 (2024: £723,431)

The company has continued its track record of organic growth at pace this year, with an increase in turnover of £11,801,343 compared to the previous year. This is a year-on-year increase of 70%. A significant proportion of this turnover increase is linked to public sector contract work, for which a contract is in place to continue for another year.

It should be noted that in addition to the public sector work, there is a solid core of recurring business with a diverse array of customers who are committing to ongoing and repeating work with the company.

This growth has been achieved through the tireless efforts of the team, and through the outstanding reputation the company has built for adding value and providing excellence throughout production and delivery of solutions.

Whilst the increase in turnover is positive, the contribution to gross profit is the key measure of a contracts value. To that end, the company has reported an increase of 3.12% in its gross margin this year (15.92%) compared to last year (12.80%). Part of this is better negotiation on initial contract terms, and part of this is due to increased operational efficiency from the project managers within the teams.

Operating profits have increased by £1,252,558 (173%) this year compared to last year. When considered as a percentage of total turnover, the operating profit sits at 6.87% this year compared with 4.27% last year, which has been achieved through keeping overhead increases under strict control.

The Company continued to invest in key strategic areas, including expansion into new public sector accounts and the healthcare and life sciences sector.

The directors are satisfied with the performance of the business during the year and its financial position at the year end.


SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

STRATEGIC REPORT
for the Year Ended 31 December 2025

PRINCIPAL RISKS AND UNCERTAINTIES
The Company operates in a dynamic and competitive environment, with a significant proportion of its revenue derived from UK public sector. The directors continuously monitor the Company's risk profile and key risks and uncertainties that could affect the business's future performance and implement appropriate measures to manage them. The directors consider the following to be the principal risks and uncertainties facing the business:

Talent acquisition and retention: The Company is heavily reliant on skilled technical specialists. A failure to attract, retain and develop key personnel could constrain growth and service delivery. This is mitigated through competitive remuneration, share options, flexible working and career development opportunities.

Geo-political environment: The war in Ukraine does not directly affect the UK company operations, but there are strong ties to the parent company and sister entities in Poland. Whilst there is currently no indication that the war will escalate further than it already has, the risk is deemed to be minimal but not zero.

Economic environment: Changes in the wider economic environment may impact demand for the company's products and services.

Credit risk: The risk of financial loss due to customers failing to meet their contractual obligations. This is managed through credit control procedures and ongoing monitoring of receivables.

Key Customer Reliance: The risk of becoming over reliant on a small group of customers and suffering negative consequences if the relationship deteriorates is a concern. The directors are confident that although there is a risk associated key customer reliance, the business would be profitable and solvent even if key contracts were dropped. New customers and contracts are actively being fostered at all times.

Group Support: The risk of becoming over dependant on support from other group companies. Staffing for some UK contracts is filled though the group company network of staff specialists. This risk is being managed by diversification of contracts and by building a strong UK based network of independent IT specialists that can support contracts if needed.

Operational risk: Risks arising from internal processes, systems, and human error are mitigated through established procedures and controls.

FUTURE OUTLOOK
The directors expect the company to continue to grow responsibly, operate profitably and to build on its current position. The focus for the coming year will be to continue to grow our presence in the public sector whilst expanding our offerings in the private sector to include both legal and healthcare industries.

While economic conditions remain uncertain, the directors believe the company is well positioned to manage these challenges.

ON BEHALF OF THE BOARD:





A D Radcliffe - Director


14 August 2026

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES
Spyrosoft Limited provides multiple technology focused services including Business and Product Design, Technological Consulting, Enterprise Software Development, Embedded Software Development, Artificial Intelligence and Machine Learning Technologies, Cloud Solutions, Optimisation and Managed Services. These services are provided to a number of industry sectors including the Automotive Industry, Financial Services, Industry 4.0, Geospatial Services, HR and Education and Healthcare & Life Sciences.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS
In 2026 Spyrosoft Ltd will increase brand awareness throughout the UK market by continuing to support the Financial Services, Geospatial, Media and HR industries with comprehensive technology services including Digital Product Design, Software Development, Application Maintenance, IT Support and Managed IT Services. Services for eCommerce and Cyber Security will develop further in addition to expected growth in the Automotive and Industry 4.0 embedded software sectors. Employee headcount is expected to increase in support of this growth.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Spyrosoft S.A.
A D Radcliffe
K Weiske
D Johnson

POLITICAL DONATIONS AND EXPENDITURE
There were no political donations made in either this year or the previous year. All donations listed in the accounts are for charitable causes.

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.


SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
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.

AUDITORS
The auditors, PKF Francis Clark, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A D Radcliffe - Director


14 August 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SPYROSOFT LTD

Opinion
We have audited the financial statements of Spyrosoft Ltd (the 'company') for the year ended 31 December 2025 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 December 2025 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SPYROSOFT LTD


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 pages four and five, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SPYROSOFT LTD


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:

As part of our audit planning, we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the company and industry in which the company operates as part of this assessment t o identify key laws and regulations affecting the company. We enquired with management policies and procedures and made an appropriate team selection (ensuring competence and capability to recognise non-compliance). Key regulations we identified were employment law and also those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and tax legislation.

Based on this understanding we designed out audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

- Enquiries of management regarding their knowledge of any non-compliance with laws or regulations that could affect the financial statements. As part of these enquiries, we also discussed with management whether there have been any known instances of fraud.

- Reviewed legal and professional costs to identify any possible non-compliance; and

- Reviewing board minutes to identify and instances of non-compliance raised.

We assessed the susceptibility of the financial statements to material misstatement through management override or fraud and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements. The key risk we identified was in relation to the cut-off and existence of revenue. Based upon our understanding we designed and conducted audit procedures including:

- Audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;

- Selecting a sample of revenue from the general ledger, agreeing to bank receipts and tracing it through to management's ERP system to signed customer contracts to ensure the existence of revenue;

- Selecting a sample of revenue recognised around the year-end and agreeing to timesheet information to confirm it relates to the correct period; and

- Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. 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 omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SPYROSOFT LTD

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.




Dan Tout FCA (Senior Statutory Auditor)
for and on behalf of PKF Francis Clark
Chartered Accountants
Towngate House
2-8 Parkstone Road
Poole
Dorset
BH15 2PW

14 August 2026

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

INCOME STATEMENT
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

TURNOVER 3 28,741,983 16,940,640

Cost of sales (24,166,488 ) (14,772,282 )
GROSS PROFIT 4,575,495 2,168,358

Administrative expenses (2,601,159 ) (1,445,927 )
1,974,336 722,431

Other operating income 1,653 1,000
OPERATING PROFIT 6 1,975,989 723,431

Interest receivable and similar income 10,103 18,816
1,986,092 742,247

Interest payable and similar expenses 7 (1,668 ) (207 )
PROFIT BEFORE TAXATION 1,984,424 742,040

Tax on profit 8 (481,379 ) (180,904 )
PROFIT FOR THE FINANCIAL YEAR 1,503,045 561,136

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

OTHER COMPREHENSIVE INCOME
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

PROFIT FOR THE YEAR 1,503,045 561,136


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

1,503,045

561,136

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

BALANCE SHEET
31 December 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 53,518 51,336

CURRENT ASSETS
Debtors 10 4,346,454 3,766,793
Prepayments and accrued income 49,942 39,670
Cash at bank 2,172,152 1,419,594
6,568,548 5,226,057
CREDITORS
Amounts falling due within one year 11 3,130,902 3,295,751
NET CURRENT ASSETS 3,437,646 1,930,306
TOTAL ASSETS LESS CURRENT LIABILITIES 3,491,164 1,981,642

PROVISIONS FOR LIABILITIES 13 - 269
NET ASSETS 3,491,164 1,981,373

CAPITAL AND RESERVES
Called up share capital 14 124 122
Share option reserve 15 34,817 61,252
Retained earnings 15 3,456,223 1,919,999
SHAREHOLDERS' FUNDS 3,491,164 1,981,373

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2026 and were signed on its behalf by:





A D Radcliffe - Director


SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2025

Called up Share
share Retained option Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2024 120 1,325,684 79,257 1,405,061

Changes in equity
Issue of share capital 2 - - 2
Total comprehensive income - 561,136 - 561,136
Movement - exercised options - 33,179 (33,178 ) 1
Share options issued in year - - 15,173 15,173
Balance at 31 December 2024 122 1,919,999 61,252 1,981,373

Changes in equity
Issue of share capital 2 - - 2
Total comprehensive income - 1,503,045 - 1,503,045
Movement - exercised options - 33,179 (33,179 ) -
Share options issued in year - - 6,744 6,744
Balance at 31 December 2025 124 3,456,223 34,817 3,491,164

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

CASH FLOW STATEMENT
for the Year Ended 31 December 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,215,666 88,903
Interest paid (1,668 ) (207 )
Tax paid (454,839 ) (12,712 )
Net cash from operating activities 759,159 75,984

Cash flows from investing activities
Purchase of tangible fixed assets (16,706 ) (22,109 )
Interest received 10,103 18,816
Net cash from investing activities (6,603 ) (3,293 )

Cash flows from financing activities
Share issue 2 2
Net cash from financing activities 2 2

Increase in cash and cash equivalents 752,558 72,693
Cash and cash equivalents at beginning of
year

2

1,419,594

1,346,901

Cash and cash equivalents at end of year 2 2,172,152 1,419,594

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE CASH FLOW STATEMENT
for the Year Ended 31 December 2025

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

2025 2024
£    £   
Profit before taxation 1,984,424 742,040
Depreciation charges 14,524 15,813
Equity settled share based payments 6,744 15,173
Finance costs 1,668 207
Finance income (10,103 ) (18,816 )
1,997,257 754,417
Increase in trade and other debtors (568,498 ) (864,771 )
(Decrease)/increase in trade and other creditors (213,093 ) 199,257
Cash generated from operations 1,215,666 88,903

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 December 2025
31/12/25 1/1/25
£    £   
Cash and cash equivalents 2,172,152 1,419,594
Year ended 31 December 2024
31/12/24 1/1/24
£    £   
Cash and cash equivalents 1,419,594 1,346,901


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25 Cash flow At 31/12/25
£    £    £   
Net cash
Cash at bank 1,419,594 752,558 2,172,152
1,419,594 752,558 2,172,152
Total 1,419,594 752,558 2,172,152

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

Spyrosoft 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.

The presentation currency of the financial statements is the Pound Sterling (£).


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 - 25% on reducing balance
Computer equipment - 25% on reducing balance

Financial instruments
The company has chosen to apply the provisions of Section 11 of FRS 102 in respect of financial instruments.

Financial assets
Basic financial assets, including trade and other receivables, receivables from fellow group companies, and cash and bank balances, are initially recognised at transaction price.

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled or substantially all the risks and rewards of the ownership of the asset are transferred to another party.

Financial liabilities
Basic financial liabilities, including trade and other payables and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.


SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued
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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments
When share options are awarded to employees of the subsidiary company, the fair value of the options at the date of grant is charged to profit and 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.

Fair value is calculated by reference to the market value of the parent company at the date of option exercise.

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Leased assets
At inception the company assesses agreements that transfer the right to use assets.
The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

Operating leased assets
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

Finance lease assets
Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases. Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease.

Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

3. TURNOVER

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

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 28,006,757 16,539,695
Europe 735,226 400,945
28,741,983 16,940,640

4. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 5,589,408 2,919,766
Social security costs 729,672 330,176
Other pension costs 343,703 153,105
6,662,783 3,403,047

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2025 2024

Directors 2 1
Back office staff 16 14
Software developers 77 39
95 54

5. DIRECTORS' EMOLUMENTS
2025 2024
£    £   
Directors' remuneration 207,051 116,029
Directors' pension contributions to money purchase schemes 21,558 11,264

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

Two directors exercised share options during the year (2024 - two directors).

Two directors received shares under long term incentive schemes (2024 - two directors).

Information regarding the highest paid director for the year ended 31 December 2025 is as follows:
2025
£   
Emoluments etc 106,581
Pension contributions to money purchase schemes 13,165

6. OPERATING PROFIT

The operating profit is stated after charging:

2025 2024
£    £   
Depreciation - owned assets 14,524 15,813
Statutory Audit 21,900 17,250
Foreign exchange differences 496 11,365

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
HMRC interest payable 1,668 207

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 493,317 178,086

Deferred tax (11,938 ) 2,818
Tax on profit 481,379 180,904

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 1,984,424 742,040
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

496,106

185,510

Effects of:
Expenses not deductible for tax purposes 9,887 16,604
Utilisation of tax losses - (9,175 )
Other timing differences (24,614 ) (12,035 )
Total tax charge 481,379 180,904

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

9. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2025 31,606 69,680 101,286
Additions - 16,706 16,706
At 31 December 2025 31,606 86,386 117,992
DEPRECIATION
At 1 January 2025 17,480 32,470 49,950
Charge for year 3,532 10,992 14,524
At 31 December 2025 21,012 43,462 64,474
NET BOOK VALUE
At 31 December 2025 10,594 42,924 53,518
At 31 December 2024 14,126 37,210 51,336

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade debtors 4,011,667 3,472,416
Amounts owed by group undertakings 12,189 22,145
Other debtors 233,765 204,833
s455 tax debtor 77,164 67,399
Deferred tax asset 11,669 -
4,346,454 3,766,793

Deferred tax asset
2025
£   
Accelerated capital allowances (12,945 )
Other timing differences 24,614
11,669

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade creditors 64,098 367,990
Amounts owed to group undertakings 1,576,123 1,834,045
Tax 235,271 187,028
Social security and other taxes 171,540 110,596
VAT 572,778 559,357
Other creditors 35,308 23,196
Credit cards 8,517 3,523
Directors' current accounts 1,014 1,014
Accrued expenses 466,253 209,002
3,130,902 3,295,751

12. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2025 2024
£    £   
Within one year 50,663 50,663

13. PROVISIONS FOR LIABILITIES
2024
£   
Deferred tax
Accelerated capital allowances 12,304
Other timing differences (12,035 )
269

Deferred
tax
£   
Balance at 1 January 2025 269
Accelerated capital allowances 641
Other timing differences (12,579 )
Balance at 31 December 2025 (11,669 )

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
10,000 Ordinary £0.01 100 100
2,400 Ordinary B £0.01 24 22
124 122

200 Ordinary B shares of £0.01 each were allotted and fully paid for cash at par during the year.

Ordinary shares have the right to participate in dividends and share in the
residual assets of the company upon winding up. Each ordinary share carries the right to
one vote at general meetings.

Ordinary B shares have the right to participate in dividends and share in the
residual assets of the company upon winding up. The ordinary B shares do not carry the right to a vote at general meetings.

15. RESERVES
Share
Retained option
earnings reserve Totals
£    £    £   

At 1 January 2025 1,919,999 61,252 1,981,251
Profit for the year 1,503,045 1,503,045
Movement - exercised options 33,179 (33,179 ) -
Share options issued in year - 6,744 6,744
At 31 December 2025 3,456,223 34,817 3,491,040

16. ULTIMATE PARENT COMPANY

Spyrosoft S.A (incorporated in Poland ) is regarded by the directors as being the company's ultimate parent company.

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Spyrosoft S.A. company number: 0000616387.

Copies of the Spyrosoft S.A consolidated financial statements can be obtained from the company website, or from the investor relations team at the following address:
pl. Nowy Targ 28
50-141 Wroclaw
Poland.

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025

17. RELATED PARTY DISCLOSURES

Spyrosoft S. A. (joint stock company) is a Director & Shareholder:
During the year the company purchased services, on a commercial basis, to the value of £9,043,154 (2024: £7,390,442) from Spyrosoft S. A.
During the year the company provided services, on a commercial basis, to the value of
£604,009 (2024: £327,026) to Spyrosoft S. A.
At the year end the company was owed £86,692 (2024: £42,174) by Spyrosoft S. A, and owed £1,335,197 (2024: £1,512,219) to Spyrosoft S. A during the normal course of its business.
Additionally, at the year end the company owed £950 (2024: £950) to Spyrosoft S. A in the form of a loan.

Better Software Group S. A. is a company that is 60% owned by Spyrosoft S.A:
During the year the company purchased services, on a commercial basis, to the value of
£nil (2024: £512,080) from Better Software Group S. A.
During the year the company provided services, on a commercial basis, to the value of
£nil (2024: £93) to Better Software Group S. A.
At the year end, the company owed £nil (2024: £nil) to Better Software Group S. A.

Spyrosoft BSG S.A. is a company that is 60% owned by Spyrosoft S.A:
During the year the company purchased services, on a commercial basis, to the value of
£1,368,069 (2024: £386,406) from Spyrosoft BSG S.A.
The company was charged commissions to the value of £12,631 (2024: £50,277) by Spyrosoft BSG S.A.
During the year the company provided services, on a commercial basis, to the value of
£6,373 (2024: £2,186) to Spyrosoft BSG S.A.
At the year end, the company owed £223,602 (2024: £162,397) to Spyrosoft BSG S.A and was owed £1,364 (2024: £145) by Spyrosoft BSG S.A.

Spyrosoft ECommerce S. A. is a company that is 60% owned by Spyrosoft S.A:
During the year the company purchased services, on a commercial basis, to the value of
£72,425 (2024: £117,102) from Spyrosoft ECommerce S. A.
During the year the company provided services, on a commercial basis, to the value of
£nil (2024: £nil) to Spyrosoft ECommerce S. A.
At the year end the company was owed £nil (2024: £nil) by Spyrosoft ECommerce S. A and owed £12,037 (2024: £18,122) to Spyrosoft ECommerce S. A.

Unravel S. A. is a company that is 50% owned by Spyrosoft S.A:
During the year the company purchased services, on a commercial basis, to the value of
£10,585 (2024: £137,446) from Unravel S. A.
During the year the company provided services, on a commercial basis, to the value of
£353 (2024: £nil) to Unravel S. A.
At the year end, the company owed £4,454 (2024: £nil) to Unravel S. A.

Spyrosoft Solutions S. A. is a company that is 50% owned by Spyrosoft S.A:
During the year the company purchased services, on a commercial basis, to the value of
£10,801 (2024: £130,867) from Spyrosoft Solutions S. A.
During the year the company provided services, on a commercial basis, to the value of
£54,173 (2024: £71,640) to Spyrosoft Solutions S. A.
At the year end the company was owed £970 (2024: £22,145) by Spyrosoft Solutions S. A and owed £3,507 (2024: £nil) to Spyrosoft Solutions S. A.

Spyrosoft Solutions d.o.o. is a subsidiary concern within the Spyrosoft S. A. group:
During the year the company provided services, on a commercial basis, to the value of

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025
£nil (2024: £nil) to Spyrosoft Solutions d.o.o.
During the year the company purchased services, on a commercial basis, to the value of
£5,515 (2024: £181,163) from Spyrosoft Solutions d.o.o.
At the year end the company was owed £nil (2024: £nil) by Spyrosoft Solutions d.o.o. and owed £3,706 (2024: £10,485) to Spyrosoft Solutions d.o.o.

Spyrosoft Synergy S.A. is a subsidiary concern within the Spyrosoft S. A. group:
During the year the company provided services, on a commercial basis, to the value of
£34,303 (2024: £nil) to Spyrosoft Synergy S.A.
During the year the company purchased services, on a commercial basis, to the value of
£48,847 (2024: £197,367) from Spyrosoft Synergy S.A.
At the year end the company owed £8,036 (2024: £47,385) to Spyrosoft Synergy S.A.

Spyrosoft Connect S.A. is a subsidiary concern within the Spyrosoft S. A. group:
During the year the company provided services, on a commercial basis, to the value of
£3,206 (2024: £nil) to Spyrosoft Synergy S.A.
During the year the company purchased services, on a commercial basis, to the value of
£221,019 (2024: £296,152) from Spyrosoft Connect S.A.
At the year end the company was owed £nil (2024: £nil) by Spyrosoft Connect S.A.and owed £32,570 (2024: £125,757) to Spyrosoft Connect S.A.

Spyrosoft Adtech S.A. is a subsidiary concern within the Spyrosoft S. A. group:
During the year the company purchased services, on a commercial basis, to the value of
£48,532 (2024: £nil) from Spyrosoft Adtech S.A.
At the year end the company was owed £nil (2024: £nil) by Spyrosoft Adtech S.A.and owed £32,040 (2024: £nil) to Spyrosoft Adtech S.A.

Codibly S.A. is a subsidiary concern within the Spyrosoft S. A. group:
During the year the company provided services, on a commercial basis, to the value of
£32,810 (2024: £nil) to Codibly S.A.
At the year end the company was owed £12,189 (2024: £nil) by Codibly S.A.

Codefix Ltd is a company in which A Radcliffe is also a Director & Shareholder:
During the year the company purchased services, on a commercial basis, to the value of £436,010 (2024: £202,666) from Codefix Ltd.
No amounts were outstanding at the year-end (2024: £nil).

JTSP Ltd is a company in which D Johnson is also a Director & Shareholder:
During the year the company purchased services, on a commercial basis, to the value of £303,852 (2024: £134,154) from JTSP Ltd.
No amounts were outstanding at the year-end (2024: £nil).

A Radcliffe is a Director:
Amount owed by the company at the year end was £64 (2024: £64).
The director also also had a loan extended to him under normal commercial terms during the year.
Spyrosoft Limited has loaned £10,109 (2024: £11,056) to the director during the year, on which interest is being charged at 3.75% (2024: 2.25%). There are no set repayment terms but the loan is repayable on request. The balance at the year end was £113,650 (2024: £99,811).

D Johnson is a Director.
A loan was extended to him under normal commercial terms during the year.

SPYROSOFT LTD (REGISTERED NUMBER: 09952842)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2025
Spyrosoft Limited has loaned £11,151 (2024: £11,056) to the director during the year, on which interest is being charged at 3.75% (2024: 2.25%). There are no set repayment terms but the loan is repayable on request. The balance at the year end was £120,115 (2024: £105,022).

All amounts owed to / from group undertakings and related parties are unsecured, interest free, have no fixed date of repayment and are repayable on demand unless otherwise stated.

18. POST BALANCE SHEET EVENTS

In the months following the end of the financial year two of the Directors exercised share options granted to them during the financial year ended 31 December 2025, leading to the issuing of 200 Ordinary £0.01 B Shares.

19. ULTIMATE CONTROLLING PARTY

The controlling party is Spyrosoft S.A..

The ultimate controlling party is K Weiske.

20. SHARE-BASED PAYMENT TRANSACTIONS

The company is operating a key-employee share option scheme, which provides additional remuneration for those employees who are key to the operations of the company. The options are granted with an exercise price equalling the nominal value of the shares. The options have vested on an annual basis since 2021, the final tranche has vested at the end of 2025.
20252024






No.
Weighted
average
exercise price
(£)



No.
Weighted
average
exercise price
(£)
Outstanding at 1 January400£0.01600£0.01
Granted-£--£-
Forfeited-£--£-
Exercised(200)£0.01(200)(£0.01)
Expired-£--£-
Outstanding at 31 December200£0.01400£0.01
Exercisable at 31 December 200£0.01200£0.01

The effect of the share based payments transactions granted during the period have been reflected as a total expense of £6,744 in additional salary costs in the company's profit and loss account for the period, based on the fair value of the options at the date they were granted..

The weighted average share price at the date of exercise for options exercised in the year was £4.8274 (2024: £2.4071)