Digital Workforce Services Ltd

	Page
Balance Sheet	1
Notes to the Financial Statements	2—5

1. General Information

Digital Workforce Services Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11879145 . The registered office is 1 Chapel Street, Warwick, CV34 4HL.

The companies principal activity is providing IT consulting.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The company made a profit in the period but has net current liabilities. The company is dependent on the support from the shareholders to continue as a going concern.

The financial statements have been prepared on a going concern basis that assumes further funding will be obtained and profits will continue to be generated in the coming years.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates, and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. One significant estimation to bring to attention is the valuation of share options.

To determine the fair value of the share options at grant date, the directors have used the Black-Scholes options pricing model.

This model includes a number of inputs and some variables for which the directors have been required to use judgment. The subscription price per share used in deriving the fair value of the options was €3.09, which was based on the volume weighted average price of the parent company's shares on the Helsinki First North Stock Exchange in December 2023.

The risk-free rate of 2.97% was determined with reference to the yield of a 10-year Finnish government bond. The time to expiration was a period of 9 years as stated in the grant agreement.

Finally, the directors have considered a volatility rate of 26.54% to be appropriate and this has been based on the 5-year return on the OMX Helsinki 25 index.

2.4. Turnover

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Company recognises revenue when:

The amount of revenue can be reliably measured;

it is probable that future economic benefits will flow to the entity;

and specific criteria have been met for each of the Company's activities.

2.5. Leasing and Hire Purchase Contracts

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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Digital Workforce Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.7. Foreign Currencies

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

2.8. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.10. Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

2.11. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

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Digital Workforce Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.12. Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, 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 payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

2.13. Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

2.14. Share Options

The Company operates a share-based compensation arrangement under which employees receive equity-settled share options in the parent company (Digital Workforce Services PLC). These are recognised in equity under other reserves. They are recognised on a basis of reasonable allocation, determined by the period the employee spent working in the UK during the total vesting period.

3. Average Number of Employees

Average number of employees, including directors, during the year was as follows: 4 (2024: 6)

4. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	493,241	536,950
Prepayments and accrued income	6,271	14,889
Other debtors	800	5,670
Amounts owed by group undertakings	581,270	20,156

	1,081,582	577,665

5. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	4,807	5,358
Other taxes and social security	13,749	13,920
VAT	209,718	91,772
Other creditors	1,557	1,533
Accruals and deferred income	790,987	719,656
Amounts owed to group undertakings	2,479,350	2,197,293

	3,500,168	3,029,532

6. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	1	1

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Digital Workforce Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

7. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	-	7,200

	-	7,200

8. Dividends

No dividends were proposed or paid during the current or prior year.

9. Ultimate Parent Undertaking and Controlling Party

The parent company of the smallest group in which these financial statements are consolidated is Digital Workforce Services PLC, a company incorporated in Finland. The registered office of Digital Workforce Services PLC is Mechelininkatu 1a, 00180, Helsinki.

10. Share Options

Digital Workforce Service Oyj (the parent company of Digital Workforce Service Ltd) operates an equity-settled share option scheme for employees of the group.

The share options granted under the plan have differing vesting periods with different vesting conditions being the option holder must continue working for the company for at least 12 months. The options vest over a 3 year period with 1/6th of the option vesting after 6 months and the remainder vesting equally for the remaining 30 months. The options granted have a maximum term of 8 years from the date of the grant.

Where equity settled, fair values of the options granted are equal to the closing share price on Nasdaq Finland at the grant date.

11. Audit Information

The auditor's report on the accounts of Digital Workforce Services Ltd for the year ended 31 December 2025 was unqualified.

The auditor's report was signed by Hannah Fowlie (Senior Statutory Auditor) for and on behalf of Bourner Bullock Chartered Accountants , Statutory Auditor.

Bourner Bullock Chartered Accountants

114 St Martin’s Lane

Covent Garden

London

WC2N 4BE

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		2025		2024
	Notes	£	£	£	£
CURRENT ASSETS
Debtors	4	1,081,582		577,665
Cash at bank and in hand		732,301		629,651

		1,813,883		1,207,316
Creditors: Amounts Falling Due Within One Year	5	(3,500,168 )		(3,029,532 )

NET CURRENT ASSETS (LIABILITIES)			(1,686,285 )		(1,822,216 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(1,686,285 )		(1,822,216 )

NET LIABILITIES			(1,686,285 )		(1,822,216 )

CAPITAL AND RESERVES
Called up share capital	6		1		1
Other reserves			31,273		-
Profit and Loss Account			(1,717,559 )		(1,822,217 )

SHAREHOLDERS' FUNDS			(1,686,285)		(1,822,216)