The Directors present the Strategic Report for Bella and Duke Limited (“the Group”) for the period from 1 April 2025 to 31 March 2026 (“2026”).

We champion pet health and wellbeing through the manufacture of high quality nutritious products and the provision of wellness products and services, distributed directly to consumers in the UK and Europe and through a number of third party retailers.

BUSINESS REVIEW AND DEVELOPMENT

The Group delivered strong revenue and customer growth in 2026 aligned to our mission to provide quality dog and cat nutrition and wellness products and services to customers.

The main features of 2026 were:

• Revenue for the financial year ended 31 March 2026 increased to £32.6m from £27.7 million in 2025, representing an 18% uplift on the prior year. The accelerated growth in 2026 was driven by:

  • Increased marketing investment growing new customer acquisitions in 2025 and 2026.

  • Improved retention of subscription customers.

  • Retail expansion delivering a near 50% increase in the number of store listing locations across the UK in the year.

  • Early stage customer acquisition and revenue realisation in Benelux.

• Gross margin declined 1.2% from 62.2% to 61.0% - driven by wage and employment tax rises and raw material costs, whilst the Group kept prices frozen to benefit customers.

• Underlying profits from the UK D2C business during the year were reinvested into the following strategic growth areas:

  • The Group invested profit from ongoing operations to accelerate marketing spend by 30% year-on-year in the UK to increase customer acquisition and continue our retail expansion. The return on that accelerated investment will pay back over multiple future years from the point of acquisition.

  • The Group invested in technology, logistics and marketing to expand footprint into our first European territories - Netherlands and Belgium in FY26.

  • Retail distribution investment in new product development, freezers, retail technology to support independent store ordering, and an expanded retail sales and account management team.

• These investments have required cash expenditure that will return profit in future years and as such resulted in a planned £0.9m operating loss in this financial year.

• After investments, the Group made an EBITDA profit of £0.8m in FY26, with our core underlying UK D2C business at EBITDA of £1.5m.

POST YEAR-END AND FUTURE DEVELOPMENTS

Strong revenue growth has continued through the start of the new financial year with an improvement in underlying UK profitability and continued losses as planned in Benelux as we invest to grow from a small base.

Retail distribution: As well as continued growth with our independent partners and Pets at Home, a major milestone was reached with the launch of our products into UK Grocery. Bella + Duke is now available in Sainsburys and Waitrose. This means that Bella + Duke is available in over 700 retail stores across the UK.

Looking ahead the Group anticipates further growth through these new and established channels.

PRINCIPAL RISKS AND UNCERTAINTIES

FOOD SAFETY

We are committed to maintaining industry leading food safety manufacturing standards. Our raw materials are all sourced from approved suppliers that conform to the highest food safety and hygiene practices, and their raw materials undergo third party testing for key food safety microorganisms. Our finished batches also undergo independent third party testing to ensure they meet the highest food safety standards before being released to customers. We have full traceability batch controls to ensure that all manufactured products are fully traceable back to the farms.

We are the only pet food company to have achieved both Rawsafe accreditation, the highest standard available in our sector, and be UK Pet Food certified.

HEALTH AND SAFETY

All employees undergo regular and comprehensive health and safety training modules, including a thorough induction programme. We have an internal Health and Safety Committee, which meets quarterly to assess H&S performance and future initiatives, with representation from all areas of the business. We have monthly audits of all our facilities from an external third-party H&S specialist, who also provides us with a detailed annual audit.

FINANCE AND CURRENCY RISKS

Payment is taken from direct customers prior to product dispatch, so the credit risk is negligible.

While the Group has expanded its operations into Europe, the vast majority of our business remains within the UK and our suppliers are overwhelmingly UK-based, which naturally insulates us from significant currency volatility. For our emerging European activities, we actively mitigate any residual foreign exchange risk by matching Euro-denominated revenues directly with local operating expenses to minimize our net currency exposure.

SYSTEMS FAILURE

The Group undertakes all its trading through its own bespoke digital platform. We mitigate this risk by maintaining robust IT controls and defences, by using well known, established third party service providers and through the implementation of redundancy and backups across multiple sites and services including all state-dependent services.

KEY PERFORMANCE INDICATORS

Financial KPIs (including Revenue growth, Gross margin %, operating profit and EBITDA) and comparatives are listed in the Business Review and Development section above. The Group uses a wide variety of KPIs to monitor and measure performance. These are cascaded to all employees, as appropriate, and are reviewed on a daily or weekly basis as appropriate. The leadership team and Board review the main KPIs on at least a monthly basis.

On behalf of the Board, I would like to thank all our employees for their dedication and hard work during the year.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2026.

We champion pet health and wellbeing through the manufacture of high quality nutritious products and the provision of wellness products and services, distributed directly to consumers in the UK and Europe and through a number of third party retailers.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments as well as the principal risks and uncertainties.

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 auditor of the company 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 auditor of the company is aware of that information.

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group 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; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Bella & Duke Limited (‘the parent company’) and its subsidiaries (‘the group’) for the year ended 31 March 2026, which comprise the Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows 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 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 group's and of the parent company's affairs as at 31 March 2026 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group or parent 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 other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the directors' responsibilities statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• UK Tax Legislation;

• UK Generally Accepted Accounting Practice;

• VAT legislation; and

• Pet food regulations issued by the Food Standards Agency.

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

• Revenue recognition

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the group's and parent company’s procurement of legal and professional services;

• Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing sales cut-off testing ensuring transactions were recorded in the appropriate accounting period;

• Performing a reconciliation of sales orders to the general ledger and detailed testing of transactions through to cash receipts;

• Completion of appropriate checklists and use of our experience to assess the group and parent company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

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

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £984,055 (2025 - £94,180 profit).

Bella & Duke Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Arrol House, Viking Way, Rosyth, Scotland, KY11 2UT.

The group consists of Bella & Duke Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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.

During the year, the company reviewed the classification of expenses and concluded that a proportion of costs previously presented within cost of sales are more appropriately classified as distribution costs. Comparative amounts have been restated accordingly. The amount reclassified from cost of sales to distribution costs was £2,266k. There is no impact on profit or net assets previously reported in the prior year.

The consolidated group financial statements consist of the financial statements of the parent company Bella & Duke Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. In assessing whether the going concern assumption is appropriate, management has taken into account all available relevant information about the future, which is at least, but is not limited to, 12 months from the date when the financial statements are authorised for issue.

Revenue represents the fair value of consideration received or receivable for the sale of goods in the ordinary course of business, net of VAT, discounts and refunds.

The group recognises revenue when it satisfies its performance obligations under the contract:

• Timing of performance obligations - Performance obligations are typically satisfied upon delivery of goods to the customer.

• Payment terms -  For direct‑to‑consumer (DTC) customers, payment is taken prior to delivery.  For retail customers, payment is received in accordance with agreed contractual credit terms.

• Nature of goods and services / principal vs agent The group supplies raw frozen pet food. The group acts as principal in all sales arrangements and does not act as an agent for any third party.

• Returns, refunds and similar obligations The group's obligations in respect of returns, refunds or similar rights are limited to statutory consumer rights and contractual Provisions are recognised where the group has a present obligation and the amount can be reliably estimated.

• Warranties The group does not provide separate service‑type warranties. Any assurance‑type obligations (e.g., goods meeting agreed specifications at delivery) are limited to statutory requirements and do not constitute separate performance obligations under FRS 102. Provisions are recognised only where required.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

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.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Net realisable value is calculated as estimated selling price less costs to complete and sell.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and 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.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at

transaction price including transaction costs and are subsequently carried at amortised cost using the effective

interest method. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised. Basic financial liabilities are subsequently carried at amortised cost, using the effective interest rate method.

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

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 if, and only if, there is 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.

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 stock or fixed assets.

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

Equity-settled share-based payments are measured at fair value at the date of the grant by reference to the fair value of the equity instruments granted. Fair value assessment takes into account the likelihood of events linked to the ability to exercise options under the arrangements occurring. Where material, the fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

As lessee

The group recognises assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located. Right-of-use assets are subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is recognised on a straight line basis over the lease term.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

The group has early adopted the FRS 102 Periodic Review amendments ("Periodic Review 2024") from 1

April 2025 as follows:

The group has applied Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of right-of-use assets and lease liabilities at the date of initial application. Comparative information was not restated.

A lease liability of £1,651k was measured at the present value of the remaining lease payments, discounted using the group's obtainable borrowing rate. A right-of-use asset of £1,535k was measured at an amount equal to the lease liability of £1,651k adjusted by the amount of accrued lease payment of £116k.

The group’s revised accounting policies for leases are set out in note 1.

The group has taken advantage of the practical expedient permitted not to reassess whether a contract is, or contains, a lease at the date of initial application.

In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Software development costs are capitalised as an intangible asset. These costs primarily consist of labour and subcontractor costs. The directors are required to exercise judgement to determine if the criteria to recognise these costs as development costs under FRS 102 are met. Judgement must also be applied in calculating the amount of time members of staff spend on software development.

The estimated useful life is determined based on the expected period over which the asset will generate economic benefits.

Capitalised development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. This assessment requires the directors to exercise judgment as to the period over which the associated economic benefits are expected to arise.

Measurement of lease liabilities

In determining the lease term management assesses whether they are 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 re-assessed if significant events or changes in circumstances occur that are within the lessee's control. Management applied a discount rate of 5.6% to its lease, as it represented the group's obtainable borrowing rate at the date of initial application of Periodic Review 2024, the carrying amount of the lease liabilities is disclosed in note 20.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2025 - 3).

The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 March 2026 are as follows:

Amounts owed from group undertakings are unsecured, interest-free and repayable on demand.

Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.

Other loans include a loan from an external third party amounting to £46,097 (2025: £220,404), due for repayment on 30 June 2026. This loan bears interest at a rate of 9.47%.

A separate loan, previously included within other borrowings (2025: £12,151), was fully repaid during the current year. This loan bore interest at a rate of 9.70%.

Deferred income is included in the financial statements as follows:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At March 2026, the company operated an EMI Share Option scheme for the benefit of certain employees. Options granted under the scheme have a contractual life of 10 years and are only exercisable on certain exit events.

Details of options granted during the period are as follows:

The options granted at 31 March 2026 had an exercise price ranging from £0.90 to £2.26, and a remaining contractual life of between 4.4 and 9.3 years.

Rights associated with share classes

The Ordinary shares, AA Ordinary shares and B Ordinary shares have attached the right to vote at any general meeting, a pro-rata right to participate in dividends and the right to participate in a winding up or return of capital.

The Hurdle shares and Z Ordinary shares have no voting rights attached, no right to participate in dividends however do have the right to participate in a winding up or return of capital.

Share premium represents amounts received in excess of par value following the issue of share capital.

Profit and loss reserves represent accumulated comprehensive income or expenditure for the year and prior periods less dividends paid.

Key management personnel are regarded as the directors. Details of remuneration paid to directors in the current and comparative year is outlined at note 7.

The company has taken advantage of disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned subsidiary of the group.

The directors do not consider there to be an ultimate controlling party.